We Are Nowhere and It's Now
by myRyRy
Summary: She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy. AU CB
1. Chapter 1

_Summary: She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy._

_AN: Okay, I've had this story in my head for a very long time. It's AU and it's kind of different but for some reason I finally got the urge to just sit down and start actually writing it. It might seem a little confusing at first, but all will be explained. I've actually planned out some of the story, which is something I never do lol, but I really wanna know what people think. Let me know if you are interested in more! :) Or if this is just too strange… [and yes I am continuing my other stories but you just have to write what is inspiring you at the moment, and that was this sooo….]_

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><p>1<p>

Blair shivers against the cool, late November air as she makes her way down the concrete sidewalks of 5th Avenue, her heels clicking beneath her. The city lights twinkle all around her, creating a warm glow beneath the dark skies. But not even the beginning signs of Christmas in New York can bring the tiniest of smiles to her glossy lips.

Coming to a slow halt, her deep brown eyes skim, bit by bit, up the brick building she used to call home. It's been years since that was the case, but her eyes still instantly train on the window of the room she remembers was once her own. There's a soft light coming from inside that fills her with a longing for something she's been missing for years and she instantly wonders who lives there now.

Is it a family? Is there another little girl who lives for fairytales and happily ever afters calling her old room home?

She squints and tries to catch even the tiniest glimpse inside, but her old home is so high up and she's all the way at the bottom, so it's useless.

A sad smile curls her full lips as she remembers looking down onto this street as a little girl, watching the people walk by with their fancy outfits and pretty shopping bags. She always felt like some sort of royal princess, looking down on her subjects as they moved about her kingdom.

She shakes her head and her gaze drops to the dirty concrete. It's been a long time since she felt like she was living in her very own fairytale. Now she feels more like she is living in a tragedy.

Taking a deep breath, she steps back and continues her trek down the busy street, an uneasy feeling settling in her stomach.

She's avoided this part of the city since the moment she'd stepped back in the US. The Upper East Side holds some of the happiest memories of her life; memories so full of joy and love they should make her smile to think back on, but all they do is hurt all the way into the depths of her soul. Tonight, though, she doesn't have a choice. This is the richest part of the city and therefore it's where she has to be if she wants to keep the fragmented pieces of her life she'd managed to scrape together intact.

Blair turns down a street and tries to swallow back her emotions and restore the stoic determination she had felt when she left her apartment earlier in the evening.

She rounds a corner onto Madison Avenue and forces herself not to think of distant memories of following her mother down the streets as she shopped or sipping hot chocolate while she held her father's hand as they walked through the falling snow. Her unshakeable gaze falls on the towering building of the Palace Hotel and she stubbornly tightens her fists at her sides, determined not to turn back.

Carefully, she crosses the street before passing under the elaborate arch and into the beautiful courtyard. She takes a steadying breath and then pulls open the glass front door.

Pausing once inside, her eyes scan the elaborate decor. Her research had been spot on. This was definitely one of the poshest hotels in the city. This was her mark.

She makes her way to the bar and finds the patrons to be kind of sparse and she frowns, wishing she there were more people around so she could hide a bit in the crowd. Subconsciously she tugs at her hair but still holds her chin high, confidently walking in like she belongs even as she passes men in $3,000 suits and women in dresses that cost more than she cares to think about, while she herself is wearing clothes she'd carefully selected from a thrift store.

In the end though, she knows it won't matter what her outfit costs, all that matters is that she looks good- which she does. _Really_ good. This should be easy.

Her hands shake helplessly as she pulls out a seat at the bar before sliding in.

She pulls off her dark trench coat and rests it against the back of her stool. Her long auburn waves fall against her bare shoulders, the tips just brushing against the top of her tight, strapless black dress.

"Vodka martini," Blair commands to the bartender, challenging him with her eyes to ID her.

The man's eyes scan her body and she feels herself blush, before he simply shrugs and fulfills her request. She calms a little at her first victory of the night and settles into her seat.

Time passes slowly as she looks around the bar nervously. She crosses one leg daintily over the other and slowly spins her drink and tries to look as much the part as she can.

Re-watching her favorite movie this afternoon had been no help what-so-ever. She wishes _Tiffany's_ had covered more of this part of Holly's life, maybe she would have been able to learn a thing or two.

Pulling out the speared olive from her drink, she listlessly chews it.

Certainly there must be something more to this whole thing that she was missing?

Suddenly she hears footsteps approaching from behind her and her heart speeds up. The stool next to her squeaks against the ground as it's pulled out and her back straightens in anticipation.

She hesitates and keeps her eyes on her glass timidly.

There's at least five other open seats at the bar so it can't be a coincidence that whoever it is has chosen a seat next to her.

_You can do this,_ she tells herself._ You can do this. You _have_ to do this._

She takes one last deep breath before finally looking up from her drink, a flirtatious smile she'd practiced in the mirror fixed on her lips. Her brown eyes glide over and land on the face of the man who has sat next to her and she freezes.

_Chuck Bass._

Her stomach instantly drops.

This is why she didn't want to come to the Upper East Side. She didn't want to risk being recognized by anyone from her former life here. But now she'd walked right into the boy who used to steal her headbands and push her on the swings. The one who, according to the glimpses of the papers she'd caught, was now one of the richest, most notorious womanizers in the city.

She can only watch in horror as his eyes narrow at her and she knows she's been recognized.

She opens her mouth to say something, anything, but finds herself speechless. She doesn't want to have to explain her non-designer clothing or her slightly over worn shoes, or worst of all have to admit that she's currently residing in Brooklyn of all places.

Abruptly, he shakes his head as if to clear it and moves forward.

He leans into her and she swallows at the feel of his breath against her skin. The stench of scotch and expensive cologne is both suffocating and intoxicating.

"How much?"

Her mouth hangs open in shock.

She can't believe she did it. This_ was_ really easy. Too easy.

Somewhere in the back of her mind she's disappointed Chuck didn't remember her, but she decidedly ignores the feeling. Instead, a small smirk curls her lips because she won. She knew she could do this.

He pulls back after a moment and looks at her, his eyes narrowing in a peculiar way again.

Her smirk falters as she realizes he asked her a question, but she doesn't know how to answer. How much is she supposed to say? She's never done this before, she doesn't know how it works. All she knows is she needs $750 for her rent. But she needs to pay her electric too… And she should probably get groceries.

"A thousand," she blurts suddenly, hoping she doesn't sound like she has no clue what she is talking about.

He studies her petite frame for a long moment, and she can't help but flush at his heated stare.

His hand suddenly moves forward, warm fingers curling tight around her exposed thigh and a tiny gasp of surprise escapes her lips.

A small smirk curls his lips and he nods almost imperceptibly in agreement to her price.

After that Blair barely has time to think before Chuck is off, sliding out of his seat and heading towards the exit without even another glance in her direction.

It takes her a few seconds before she realizes she is supposed to follow. Hurriedly she gathers up her coat and heads after him, catching up to him just as he makes his way into the elevator. The door closes behind the two of them, locking them alone in the silver box.

She studies his reflection in the doors in trepidation, trying to prepare herself for his next move. Surprisingly, though, he doesn't advance on her. Instead he stares almost sightlessly ahead, his eyes disinterested and heavy as he looks at his own reflection.

The elevator dings and opens, and once again he's walking off without even acknowledging she exists.

Her palms start to sweat and she rubs them anxiously against her dress before following him out onto the 18th floor.

He's already unlocking the door to his suite when she spots him, and once it's open, he finally trains his eyes on her. But his hooded gaze doesn't find her face but instead studies the curves of her body in veiled appreciation. He holds open the door for her and can feel his eyes burning against her body as she passes.

She tries to stop the shaky breath that escapes her lips as she twists the ruby ring on her finger uneasily.

The door closes and the metal click of the lock sounds unbelievably loud from behind her.

She's barely has the chance to turn around when suddenly Chuck's right next to her.

Without preamble he pulls her coat from her grasp and throws it carelessly aside. His hands find her waist and push her backwards until she's pinned against the wall. His lips quickly find her neck and gently suck against her skin before he brushes his teeth the same spot.

She bites her lip and rests her hands atop his shoulders, unsure of what to do with herself. She can't deny what he's doing feels good, but suddenly she's so overcome with nausea at this that she's not sure what to do.

His lips make a path down her chest to the neckline of her low-cut dress before traveling back up to her neck until she can feel his hot breath against her ear.

"You know," he murmurs huskily, "I'm spending a lot of money for me to be doing all the work."

She swallows the bile at the back of her throat.

He pulls back and meets her gaze, giving her a pointed look.

"Um," she stutters, her gaze finding the wall, the ceiling, as she tries to find the resolve and strength in her that led her to this hotel tonight, but it seems impossible. "I - Um.."

One of his large warm hands leaves her side and digs into his front pocket and he produces a tiny vial. He smirks at her as he dangles the white powder between them. "Maybe you just need something to get the party started?"

Her eyes widen in horror and she quickly shakes her head. "No, no," she says as firmly as she can manage, "definitely not."

His smirk falters and he lets out a sigh, his other hand dropping from her side as well, and she panics. She can tell he's getting bored with her and that just can't happen. She _needs_ that money. There is no other option than to go through with this, because if there was, she never would have come here in the first place.

So in an act of desperation, she squeezes her eyes shut and leans forward to kiss him.

Some part of her knows that this is not really what she is supposed to do. The kiss is far to chaste for the situation and she wonders if kissing is even allowed or if that was some old wives tale, but he seems to like it.

In fact he seems pleasantly surprised by the gentle kiss, but he doesn't hesitate to take it one step further.

She allows his tongue into her mouth and even enjoys it just the slightest. Her full lips match his kiss for kiss, breath for breath in some instinctual rhythm that overcomes her with an odd feeling.

She lifts one of her hands to move it from his shoulder to his hair but the way it trembles in the air makes her think better of it.

Blair is perfectly content to make out against the wall like the teenagers, but this isn't the arrangement that they have. It's not very long until his hands start to wander and she pulls back in slight alarm, feigning the need for air.

His gaze finds hers and he studies her curiously.

"Do I know you from somewhere?"

Her mouth goes dry at the question, her heart speeding up in her chest, but she can't even open her mouth to answer before he continues.

"Have we done this before?"

She frowns and shakes her head as she stares longingly into his hazel eyes.

Honestly, she doesn't want him to remember her. She doesn't want him to equate the perfectly put together little girl from his childhood together with the mess of a young woman that stands before him. A part of her, though, wishes she weren't so forgettable.

She waits as he continues to study her in question and she realizes the boy she remembers doesn't really match the one before her now. Sure they both have the dark, mischievous eyes and an apparent affinity for bow ties, but the Chuck from her childhood was as well mannered and gentlemanly as you could be at age seven and was always one of the most thoughtful, loyal people she knew. He certainly didn't seem like the type that would grow up to be paying for the company of woman and carrying around a vial of coke at the age of nineteen.

"Are you sure? Because-"

Cutting off his questioning with another kiss, she digs her fingers into his shoulder blades, trying to act more powerful and in control.

Chuck, in turn, begins his exploration of her body again. This time, though, she lets him, ignoring every impulse in her body to stop this.

His hands eventually find their way around to cup her ass underneath her dress and her mind seems to go blank. He pulls her flush against him, pressing himself against her and she can't help the sudden sound that escapes her lips.

It's not until he pulls back and stares at her wide-eyed that she realizes it was a sob.

His eyes suddenly soften as his hand moves to touch the side of her face almost in fascination, the pad of his thumb sweeping across her cheek.

She dumbly wonders when she had even started crying.

He watches her with something in his eyes that she can't quite read, but all she feels is his pity.

She tries to step back, but she instantly hits the wall. She panics, feeling trapped and embarassed and ashamed.

"I-I'm sorry," she mutters, looking anywhere but at him as she slides away from him against the wall. This was a huge mistake. She has to get out of this place now. "I'm so sorry…"

"Wait," she hears him call to her in confusion, his hand gently grasping at her wrist. "You don't have to…"

Blair easily shakes off his hold and finds her way to the door. She flings it open, her vision blurry with tears as she stumbles toward the elevator, ignoring the gaze she can feel burning into her back, watching her run away.

It isn't until she the doors close behind her that she completely falls apart.

_What am I supposed to do now?_

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><p><em>TBC….?<em>

_Please let me know what you think of this. Any feedback would be greatly appreciated. I'd love to know if there is any interest for me to continue. :)_


	2. Chapter 2

_Summary: _She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy.__

_AN: Yay! Thank you guys so much for the reviews! I am really glad and relieved that some people actually like the premise of this story. I know that it is kind of different different, and some of it is kind of unclear, but I hope that is an interesting read maybe. Please let me know what you think about it if you get the chance, and I will try to update again soon. :)_

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><p>2<p>

Blair watches the shadows move across the ceiling as the sun rises outside of her studio apartment window. Her lids are heavy with the torture of a sleepless night, but her mind is much too active for even a moments of rest to find her.

There have been many times in her life that Blair thought she had hit rock bottom, but rock bottom just seems to be getting lower and lower as she gets older.

Part of her can't believe she was about to do that last night. It is too sick, too horrible to even think about, but she was desperate. Beyond desperate. She had no other options. Which is why the other part of her is so upset with herself for not just sucking it up and going through with it.

She brings her hand up and rubs her eyes tiredly.

Maybe it would have been easier if she been approached by a stranger, than she could have just turned her mind off and let it happen.

She cringes and shakes her head to erase the thought, her skin crawling.

Maybe if she had been more prepared for it to be Chuck Bass it could have worked to her advantage. If she had known it would be him, and that he would be too drunk (and probably high) to recall a girl he knew so many years ago, maybe she could have pretended they were childhood sweethearts or imagined some great romance between the two of them and lost herself in a fantasy.

Sighing, she twists her ring on her finger.

Who was she kidding? There was no way she could have gone through with that plan. It was just too much, too beneath her. After all she is still Blair Waldorf, no matter where she lives or how much money is in her bank account, and Waldorf's have more class than to resort to _that_.

A knock at her door stops her thoughts and her heart speeds in anticipation.

"Ms. Waldorf?"

She curses to herself, instantly recognizing the voice of her landlord. Keeping herself perfectly still, she squeezes her eyes shut and wishes with everything she has that the man will just go away.

Another knock at the door. "Ms. Waldorf, I know you're in there."

Grumbling, she gives in and slides out of her bed. She grabs a sweatshirt off the floor and pulls it over her head, covering the low cut dress she is still wearing from the previous night.

Slowly she peaks open her door and feigns a yawn. "Oh, Mr. Johnson, I didn't hear you at first, I was so sound asleep," she lies, a polite smile on her lips. "How are you today? You look like you've already gotten in a work out this morning, and it's still so early!"

The man sighs, annoyed, and ignores her flattery. "You know why I'm here.."

She scrunches up her nose and feigns ignorance. "I'm not sure I follow. Is there something I can help you with?" she asks, smiling brightly and batting her eyelashes.

"The rent."

Her smile tightens and she looks away. "Do you want to come in? I think I might be able to make some tea or…"

"Blair," he interrupts her, his voice abruptly harsh. "Do you have the rent or not?"

She swallows anxiously. "I… I…"

The man shakes his head in disappointment. "That's all I needed to hear. You better be out by tomorrow."

He turns to leave and her eyes widen. In a blind panic, she reaches out and grabs his arm to stop him. "Wait.. please," she starts, her voice high and pleading. "Please don't do this! You know I lost my job... I just need more time. Just give me some more time and I'll get another one." Her eyes glaze over and she knows she's begging, and even though Blair Waldorf does not beg, she supposes there are exceptions to every rule. "I'll find a way to get you the money. Please…"

"I've given you more than enough time."

"But I…"

He scoffs in irritation.

The second she realizes he won't be swayed, Blair hardens. Her chin raises and her shoulders square as she glares at him. "Well, you can't just kick me out, you know. First you have to give me proper notice and even then I can stay here and make you have to evict me through the courts. We could be in litigations for months before you'll be able to get me out of here."

The man looks a bit taken back and Blair has to hold back a smirk of pride. She may look like a weak girl that you can push around, but she is no idiot. She knows the laws and she is not going to let anyone get one over on her.

The man eyes her before nodding smugly. "Okay, I'll make you a deal. You're gone by tomorrow and I won't go after _you_ in court. You haven't paid your full rent in months and you haven't paid any for this one. I'll let it go, use your security deposit to cover what I can, if you just leave so I rent this place out to a tenant that actually pays their bills."

She frowns, unsure of how to respond to the threat.

"Think about it," he sneers before simply walking off down the hallway.

Blair huffs in frustration, stepping back into her apartment and slamming the door behind her.

What is she supposed to do?

She has nowhere to go and absolutely no savings to fall back on.

If only she hadn't lost her stupid job at the restaurant…

Honestly, though, she had been an awful waitress. She was always getting orders wrong, breaking dishes, and generally screwing up. The only reason she'd lasted so long there was because one of the mangers had a bit of a crush on her. But even he couldn't save her job after she spilled a drink and an entrée on a customer and then berated the soaked woman for getting in her way.

Since then, she's been applying for job after job, but no one seems interested in hiring her.

It all seems completely hopeless.

Sitting back on her bed, she can't help the tears that gather in her eyes.

Blair fingers her ruby ring, her one real nervous habit, and thinks of her father.

He'd given her the delicate gold ring for her thirteenth birthday, right before everything started to fall apart, and she's worn it everyday since. All her other jewelry has long ago been pawned along with all her beautiful clothing and fancy shoes. But she could never part with this one thing, the only material possession she had that meant anything to her anymore.

She wishes her Daddy was still here to take care of her. Even when they were struggling, he was always a rock for her to depend on no matter what. Her father could always make even the worst situations seem manageable.

He always made her feel like she could take on the world.

Sighing, she blinks back her tears and studies the way the light reflects in the red stone, trying to gather her inner strength.

Then she resolutely stands, going to her closet to start packing.

–––

Chuck's eyes slowly blink open, the warm mid-day sunlight streaming across his face.

Instantly he squints against the bright light. He reaches down to pull the covers over his head, but his efforts come up empty handed. He furrows his brow in confusion and looks down at himself, realizing he'd passed out on top of his comforter still in his clothes from the night before. He rolls his eyes and reaches behind his head, grabbing a pillow and pulling it over his face, effectively blocking out the sun's annoying rays.

Taking a few deep breaths to try to ease his headache, he hazily tries to put together the events of last night in his head.

He remembers going to some inane bar with Nate and Carter for awhile, until Nate had left to go meet Serena, leaving Carter and Chuck to start the real party. The rest of the night was pretty much a blur of alcohol, drugs, and girls well below his standards until Carter had abruptly left with some trampy red-head. After that, he must have taken the limo back here and passed out.

Wait, that didn't seem right.

Crinkling his brow, he pulls back the pillow from his face and looks around his suite in thought. There must be something else that happened last night…

His eyes land on a rolled up ball of fabric and like a flash the memory hits him.

_That girl._

He pushes himself out of bed, running his fingers through his messy hair and shuffling his way over to the small item on the ground. Picking it up, he instinctually pulls the wrinkled trench coat to his nose and inhales.

The scent is just as intoxicating as he remembers.

He suddenly recalls making a stop in the bar downstairs just to see if there was maybe a girl suitable enough for a little late night snack. That's when he'd seen her.

Her long, chocolatey locks, her big brown eyes, those full red lips, that body…

She was the most beautiful woman he'd ever seen.

He knew had to have her. He had to have her so badly that he didn't hesitate to offer her whatever she wanted, not hesitating to pay double what he normally did. (Not that it mattered, money is certainly no object to him.)

There was just something about her that seemed to fascinate him, something he just couldn't put his finger on.

Oh! And the way she kissed him…

He has to bite the his lip to keep himself in control at the thought.

What stuck him most about her, though, was the way she trembled as she cried in his arms. Her big dark eyes shining with tears and shame…

It was haunting.

Nothing like that had ever happened before with any of the girls he'd been with. None of them had ever shown any emotions. To them it was always just simple business. They got their money, he got his release and that was it.

This girl was clearly different though.

Watching her cry in front of him had been so unnerving it had seemed to instantly sober him, leaving him a clear memory of watching helplessly as she ran away from him as fast as she could.

She was so mysterious… So intriguing…

Pursing his lips, he lays the coat reverently across the back of his couch.

He wonders if she is okay, if she had needed help..

Realizing what he is thinking, his face twists bitterly, instantly appalled with himself.

Chuck Bass worrying about some girl? A girl he didn't even get the chance to sleep with?

He shakes his head in disgust.

He tells himself he is not going to spend another second thinking about her. He's not going to waste one more moment on a girl who ran out on him, leaving him with a situation he had to take care of all by himself.

But as he begins walking towards his bar to make his special hangover cure smoothie, he is already wondering if he'll ever get to the chance to see her again.

The ringing of his cell phone abruptly cuts through his thoughts as well as the silence of his suite, making him cringe at the loud noise.

Turning on his heel, he goes back to his bed and pulls his phone from the side table. He groans in displeasure when he reads the caller ID.

"Charles."

"Father," Chuck greets in a tight voice.

"I expected to get your voicemail. Isn't Professor Crawford expecting you in class right now?"

He rolls his eyes. "I'm sure the class has gone on just fine without my presence," he explains in the falsely polite tone he always uses with Bart. "I would have attended but I woke up this morning with a migraine," he lies simply.

His father sighs on the other end of the line. "I've told you time and time again, Charles. If you aren't going to put the effort in at Columbia, then you shouldn't waste your own time as well as your professors'. Bass Industries could always use another intern, let you get your feet wet in the business world."

Chuck bites back a bitter comment at fact that the only position his father will trust him with is that of an _intern_. "I'll keep that in mind," he mutters.

"I was just calling to remind you to make an appearance at Lily's charity event tonight at the State Historical Society."

"Of course," Chuck agrees stiffly. "I already have it penciled in my schedule."

A small beep sounds over the line.

"I have to take this call," Bart explains shortly. "It would be nice if you could show up sober tonight. Your step-mother would appreciate it."

Silence rings out from the other end after his father hangs up and Chuck scowls at the phone his hand. He tosses it aside, annoyance filling him at his father's snideness.

Heading towards the bathroom with one quick glance towards the forgotten coat, he decides a hot shower will be just the thing to put his mind and hangover at ease.

–––

Throwing open the door to her apartment, Blair scowls at the visitor on the other side. Refusing to acknowledge his presence any further, she simply walks away and lets the door start to shut behind her without even a word.

His brown eyes widen and his smile instantly turns down in surprise. He jumps forward, stepping inside before the door gets a chance to slam in his face, his hands too full to stop the door himself.

"Well, hello to you too, Waldorf," he grumbles sarcastically, going to set his bags on the small kitchen table in the corner.

"I told you not to come over here, Humphrey," she snaps fiercely. She steps back to bed where all her clothes are piled and resumes folding. "I don't have time to listen to you ramble right now."

"But I brought lunch..." he defends lamely before turning around and looking at Blair. His eyes narrow as he look at the absolute mess the studio apartment has become. "What's going on?"

She doesn't answer, just continues to fold clothes and then shove them into a duffle bag.

"No," Dan mutters in disbelief. He crosses the room and pulls a sweater from his friend's hands, forcing her to look at him. "He's kicking you out?"

She sighs and her gaze drops to the floor.

"What happened?" he asks, dumbfounded. "I thought yesterday you said you could cover it."

Her cheeks blush almost imperceptibly at the thought of what she was going to do last night. She can't tell Dan about that, he would never understand. "It turns out I couldn't," she says simply. "So I'm out."

Dan sees red. "He can't do that, Blair! He can't just kick you out like this!"

"Actually he can," she explains robotically. She reaches out and snatches her sweater back from him and resumes her packing. "He said that if I'm gone by tomorrow he'll forgive all my debt."

"And you agreed to that?"

"It's not like I have a choice, Dan," she explains in frustration. "Even if I were to get enough money for this months rent, I will never be able to make enough money to pay back all that I owe him. He's sick of not getting his money. He's sick of giving me time. I know he'll evict me now no matter what. At least this way I'll won't owe him anything."

"That all sounds like a good plan in theory, but you are forgetting one _little_ detail. If you leave tomorrow, where are you going to go?" Dan prods her, trying to get her to think rationally.

Blair shrugs helplessly. "I don't know," she tells him, her voice rising, exasperated and a little panicked. "Okay, Dan! I don't know what I'm going to do. I don't know where I'm going to go. I don't know anything!"

"Okay, okay," he quickly responds gently, reaching out and setting a comforting hand on her back. "I'm sorry. I didn't mean to upset you, I just…" he sighs and trails off. "Why don't you take a break from packing and come have some lunch?"

She eyes him carefully, warning him with her eyes to mind his own business, before she looks over at the bags of food he brought. Her mouth waters at the sight of a take out bag from her favorite little Chinese restaurant. Her stomach suddenly rumbles at the thought of eating. She hadn't realized she was so hungry.

The two of them settle down at the tiny table in her makeshift kitchen and eat their food in the kind of companionable silence that only the best of friends can achieve, because Dan is her best friend, through and through. He was one of the first people she met when she moved back to the US and they clicked right from the start.

She been on a tour at the Museum of Modern Art, but had become so enamored with one particular painting that she stayed behind and didn't notice the rest of the tour move on without her. Well the rest of the tour except for Dan, who coincidently had been drawn to the exact same painting as well. Once they both realized they had been left behind, they shared a laugh before deciding to finish exploring the museum together.

They quickly became friends after that. The two of them explored nearly every museum in the city, went to go see numerous old movies and documentaries, and spent many rainy afternoons at the library. It wasn't long before they were the very best of friends, practically acting like siblings.

She counted herself unbelievably lucky to have found such a great friend just when she was on her own for the first time in her life.

Once her belly is feeling quite full, Blair grumbles to herself, not wanting to, but knowing she needs to apologize to her good friend for snapping at him.

"Sorry I was so bitchy before, Humphrey," she says softly, pushing around the rice in her carton.

"No need to apologize. Bitchy is a part of your personality I've gotten quite used to these last couple years," he jokes, trying to lighten the heavy mood. He jumps as she reaches over and slaps his shoulder and laughs. "Hey! That was your word, not mine."

A small smile curls her lips as she shakes her head at him. It only lasts a moment though before it falters, reality hitting her. A heavy breath escapes her full lips and she suddenly feels like she's going to cry. "What am I going to do?"

Dan studies her in concern while still trying to think as reasonably as possible. "You could come stay with me at the dorm?" he offers. "We'd have to share a twin bed but we could sleep head to foot. It would be cozy, wouldn't be that bad."

She shakes her head. "Your roommate hates you. He'd turn you in as fast as he could for letting someone live with you so you would get in trouble."

"He doesn't hate me, he…"

Blair shoots him a look.

"Okay, yeah. He hates me," he agrees regretfully. He lets out a breath, before muttering, "See this is just another reason why my dad shouldn't have sold the loft. You could have had the whole place to your self since Jenny decided to do her senior year in Hudson."

Blair rolls your eyes. "Yeah, and if he hadn't sold the loft you wouldn't be able to afford going to NYU. He was just doing what any good parent would do for their child. You should forgive him for that one already, Humphrey. It's been over a year."

An idea suddenly strikes him at her words, but he keeps his mouth shut and eyes her cautiously.

She sees the odd look he's giving her and she looks at him in question. "What?" she asks quickly. "Do I have something in my teeth?"

He shakes his head. "Don't be mad at me…"

Blair narrows her eyes at him, preparing herself for whatever he is about to say, knowing she probably won't like it. "What?"

"Maybe.." he starts slowly, before deciding to just blurt it out. "Maybe you should try to get in touch with your Mom."

Blair's mouth drops opens in absolute shock, her eyes instantly livid as she feels the sting of betrayal at the mere suggestion.

"I mean, you know she has more than enough mon-"

"No," she cuts him off, her voice gravely low.

Dan sighs, wanting to get her to see his reasoning. "But she could-"

"No, Dan!" she nearly yells, giving him an icy glare. "I would never- That is the last thing- That woman is-" she mutters in a rage before shaking her head to try and get some clarity. "I would rather die than ask that woman for a single cent."

Dan sits there silently, unsure of what to do and feeling a little like a scolded child. "I know," he admits softly, instantly wishing he hadn't said anything. He knew it was a long shot that she would agree to that.

He waits a long moment, watching her huff and twist her ring on her finger, knowing she needs a few seconds to calm down.

"I know. I'm sorry," he quietly apologizes. "I'm just trying to help."

Blair glares at him one more time, warning him to never bring _her_ up again.

Eventually, though, she lets her shoulders drop from their predatory stance and lets out a breath. "I know," she concedes in a whisper.

A slightly awkward silence passes between the two best friends. Dan decides to clean up the mess from their takeout. Blair pulls her legs to her chest and rests her cheek against her knee, trying to think.

When he's finished cleaning, Dan sighs and leans against the table. "Well I have to go to my next class because I have an exam," he explains reluctantly. "But once that's done I'll come back here and help you finish packing. Then, you know, we'll figure something out."

Blair raises an eyebrow at him.

"We will, I promise," he reassures her confidently. "There's no way in hell I'm letting you live on the streets."

A melancholy smile curls her lips. She avoids his gaze as he walks over to her, her emotions starting to get the better of her.

He places a brotherly kiss on top of her hair. "I'll be back in a couple hours."

Her gaze falls to the ground and she can't help the way her eyes glaze over as she hears her door open and close behind her, leaving her all alone again.

Sighing she leans back against her chair and looks around the tiny apartment. There is no point for Dan to come back to help her pack. She doesn't have a lot of stuff and she'll obviously have to leave behind the few pieces of furniture she has. She'll be done packing long before he comes back for her.

But once she's all done… She doesn't know what she'll do next.

She puts her feet back on the floor and slides out of her chair, deciding to be productive. She only makes it a few steps before a knock at her door makes her pause.

Sniffling she tries to hold in her tears as she opens her door. "Humphrey, I'm fine-" she stops mid-sentence and her eyes soften at the sight of her neighbor. Quickly she wipes at her eyes, a sad smile on her lips. "Dorota," she greets her Polish neighbor. "I'm sorry if me and Dan were being loud. I didn't mean to disturb you."

"No, no. It fine," the woman quickly responds, with a nervous smile. "But I can't help overhear…"

Blair smile falters.

"You move out?"

She bites her lip and nods.

"Where you go?"

Blair's gaze drops to the ground. "I'm going to.." she trails off. "I'm going…" She shrugs, "I- I don't know…"

Tears helplessly slip down her cheeks.

Warm arms suddenly encircle her body in a tight hug that surprises her, but she sinks into it, crying freely onto her neighbor's shoulder.

She doesn't cry in front of anyone, not even Dan, not wanting to show anyone any signs of weakness. It's just not her to openly show anything but her strength to anyone. So she doesn't know what it is that makes her all of the sudden break down in front of this woman.

Maybe it's because Dorota has always gone out of her way to be kind to her, expecting nothing in return.

Like how last Christmas, Blair had been stuck in bed with the flu, and Dorota had checked on her every couple hours to make sure she was okay and bring her hot soup or tea. Or how just a few weeks ago, the older woman had brought over a big plate of cookies for her on birthday, which Blair still doesn't even know how she knew about it in the first place. Or the many other countless times that she did little things just to make sure that her young neighbor was looked out for.

Maybe she feels okay showing her emotions in front of Dorota because she reminds her a little bit of her father and the way he used to take care of her.

After a few minutes of uncontrollable crying with her neighbors hand rubbing comfortingly up and down her back, Blair starts feeling a little bit better and tries to get a hold of herself. She pulls back, her cheeks flushed pink, and begins wiping away her still slowly falling tears.

"I'm sorry," she states shakily, "I didn't mean to unload on you."

The older woman studies her with concern. "It okay," she easily assures her. Dorota brushes back the young woman's hair with a motherly touch. "You come stay with me."

Blair blinks a few times, unsure if she's heard her correctly. "What? No, you don't have to offer that. I couldn't impose on you," she quickly insists, shaking her head.

Dorota gives her a look. "You stay with me, that's final."

"But.. you don't even really know me al that well," Blair points out tearfully. "I couldn't ask you to…"

"I know you well enough," she interrupts. "You good people," she says with a smile. "And you no ask. I insist."

Blair finds that she can do nothing but simply stand there in shock, a warm feeling blossoming in her heart. "I.. I don't know what to say.. I.." she bites her lips and suddenly hugs the older woman again.

Dorota pats her back. "You come over when finished packing."

Blair finally gives in and nods, her first real smile in weeks curling her lips as she watches her neighbor walk away.

Maybe things didn't have to hit rock bottom just yet.

–––

Late that night, Chuck steps into his dark suite, alone and only slightly buzzed.

He flips on the light and his eyes immediately find the dark trench coat laying on the back of his couch, taunting him.

All evening, all he could think about was those eyes. Every brunette made his heart race with the hope that one of them would turn around and have those beautiful, dark eyes that were stuck in his head.

But it never happened.

Moving forward, he fingers the soft material of the coat.

He keeps thinking that he knows her from somewhere. She has to be someone he's hooked up with before or maybe someone in one of his rarely attended classes at Columbia.

But as he takes a closer look at her coat, he realizes there is no way that this girl is from the Upper East or paying for an Ivy League eduation. This coat was from a cheap brand name, not even a designer.

He sighs in annoyance. This is pointless. There are millions of people living in this city. Most likely he will never even see her again.

Shaking his head he tries to get rid of the thoughts that won't stop turning in his head.

He is Chuck Bass. _Chuck Bass_ does not think of a girl any longer than it takes him to get what he wants from them.

He refuses to think of this girl for another second.

Scrunching up the coat into a ball he carelessly tosses it behind him towards the trash can.

He moves to walk to the bathroom when a soft clattering catches his attention. He turns and catches sight of a small card on laying on the floor near the trash. His heart speeds up as he quickly moves towards it and scoops it up.

A metro card.

Digging into his pocket he anxiously pulls out his phone, immediately hitting speed dial one, his PI.

"Mike," he quickly barks when the other end picks up. "Is there a way you can find out who someone is from their metro card?"

"If they bought it with a credit card, I might be able to."

Chuck frowns. Might wasn't really the word he was hoping to hear.

He reaches forward and pulls the coat back out of the trash and hastily starts digging through the pockets. His fingers close around another plastic card and he quickly takes it out.

"What about a library card?"

A slow smirk spreads across his lips at his PI's response. Looks like he might get to see this girl again after all.

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><p><em>TBC….?<em>

_Please let me know what you think and if you want more…Comments, questions, thoughts- I really really would appreciate the feedback! :)_

_And gain I just want to say thank you to everyone that reviewed! Thank you __MandyBrown123, watermelon2014, yahaira, Maribells, TerraBeth, Lenore 2410, ggloverxx19, Julia, BellaB2010, ItWasYouAlwaysYou, tinamarie333, Krazy4Spike, BCBass, Rf, SassySuzy84, AmyNY, Lalai, hannah, Cascia, LY33, , nicolettta - I really appreciated it so so much!_


	3. Chapter 3

_Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy._

_AN: Thank you guys so so so much for the reviews! I really appreciated all of them! Some people wanted to make sure I knew to keep Dan and Blair as friends- yes, this is definitely how it will stay. I like their friendship and that's all there will be between them in this story. As for the rest of it, Blair's past will come out in due time. I hope that people like this next chapter- I rewrote some stuff a few times lol. Anyways- Hope you like it! Let me know what you think..._

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><p>3<p>

"Blair Waldorf?"

Chuck furrows his brow.

"What? No, you must have the wrong information," he mutters in his confusion into the phone. "There's no way that… I mean, Blair Waldorf?"

He stands at the window in his suite, looking out at the crowded streets of Manhattan, but all he can see is sad brown eyes and long dark hair.

He can't even begin to fathom what his PI has just informed him. There's simply no way it can be correct.

He remembers Blair Waldorf as a feisty little girl who always wore perfect, prim little dresses and a bow placed precisely in her hair. She was the teacher's pet, the sweetest girl in the world around whenever an adult was around, but she had quite the mischievous side as well. It was clear to everyone she was well on her way to becoming Upper East Side royalty even as a child.

But the girl from the other night…

She was obviously poor, desperate… _Prostituting_ herself.

Things the girl he remembers would have never grown up to be.

Yet he can't help but feel it would explain the way he had instantly felt drawn to the mysterious brunette.

"Just forward me the address," he finally commands his PI.

He snaps his phone shut and immediately heads out the door, determined to find out for sure if his PI is correct.

Because if the girl he met really is Blair Waldorf…

An uneasy feeling swirls in his stomach.

There is just no way it can be true.

–––

Following closely behind Dan, Blair scrunches her nose and avoids touching the railing as she steps off the bus and onto the concrete sidewalk.

"Ugh, I will never get used to public transportation," she grumbles, falling into step next to her best friend.

Dan rolls his eyes. "The whole time I've known you, you've never ridden in anything _but_ public transportation."

"As if I've had a choice," she scoffs. "I'm probably going to get sick now. I swear the guy next to me was about to cough up his freaking lung!"

Dan lets out a snort of laughter.

"Oh, um, thanks again for paying for me," Blair timidly adds.

"It was nothing. Don't worry about it," he assures her, waving off her thanks.

"I still can't believe I lost my MetroCard," she whines. "Now my feet are absolutely killing me from all the walking I had to do this morning."

Dan gives her a sympathetic look, knowing how hard she is working to try and get her life together. "How many jobs did you end up applying for?"

"Six," she tells him proudly. "And I think I pretty much have the last one in the bag already."

"Oh yeah and why's that?"

"Because the guy who took my application was a total perv," she explains with a mischievous glint in her eyes. "He looked at me like he would screw me in the middle of Times Square if I would let him. He'll probably hire me just to see if he has a shot with me, which he definitely doesn't, but he doesn't know that yet."

Dan shakes his head at her and gives her a scolding look. "Blair…"

"What?" She feigns innocence, smiling sweetly at him.

She is always using her looks to her advantage, leading guys on and flirting with them if she thinks it will get her ahead. That's how she had come up with her plan the other night. It had seemed foolproof at first. It just didn't hit her how big leap it is from harmless flirting to actual sex until she was actually in the moment.

Dan absolutely hates when she acts like that. He is genuinely worried about what could happen but of course she always tells him he's just overreacting.

She can take care of herself, thank you very much.

"Nevermind," he mutters deciding to let it go. They've had that argument so many times before, it's almost pointless now.

"So you'll probably get a call from him soon," Blair informs him casually. "Or hopefully at least from one of the places I applied to."

Dan gives her a strange look. "What are you talking about?"

"Well according to the applications I submitted today, you were the boss at my last job."

He lets out a breath of annoyance. "Waldorf, you…"

"Are brilliant, I know," she finishes for him with a smirk, proud of her latest ingenious scheme. "This way, I didn't have to put down that I was fired. You can go on and on about what a great employee I was and how devastated you were when I quit and then fulfilled my proper two weeks notice."

"But what if they call while I'm in class?" he asks her, a little exasperated. "And you know I'm how bad I am at lying."

Blair waves off his concerns. "If you're in class you just tell them you're in an important business meeting. You are a boss after all," she explains with a wicked grin. "And you are only a horrible liar because you start shuffling your feet and you can't look anyone in the eye, but you'll be on the phone so that won't matter."

He rolls his eyes but can't help a small smile at her exuberance.

"See!" she yelps, pointing a finger at the way his lips are curving. "You do think I'm brilliant."

Dan laughs. "It might be an.. okay.. plan."

Blair giggles. "Just admit it, Humphrey!"

"Nope," he refuses with a grin and a shake of his head.

She follows as they turn down the street towards the Angelika, a cold blast of wind hitting them and making them both shiver.

"How was your first night at Dorota's?" Dan questions her as they walk towards the theater a little quicker due to the cold.

Blair shrugs, still feeling like she doesn't deserve the kindness of the sweet older woman. "It was good," she begins to explain. "Yesterday was her day off but I guess she doesn't get that many of them. She's a nanny for a family on the Upper East Side."

"Every trust fund kid does need their own personal servant," he remarks sarcastically.

Blair feels momentarily sad at the thought of her former life and her own former nanny, but she pushes the thoughts aside.

"She says that they are really good parents, though," she continues to tell her friend. "She works long hours but only stays there overnight if they go out of town and leave the kids behind. It'll basically be like I have my own apartment other than when she comes home to sleep."

"Well, that's pretty nice," Dan comments, trying to make her smile again. "You couldn't have asked for a better situation to fall into."

Blair nods, remembering the way Dorota held her while she cried yesterday. "No, I really couldn't have."

The two friends come to a gradual halt as they finally reach the outside of the theater.

"Don't worry about the tickets. I've got you covered," Dan quietly reassures her and moves to go inside.

She reaches out an arm and stops him, that mischievous look in her eyes again.

"Why don't you let me take care of this one."

She abruptly turns and moves to go around the side of the building.

Dan follows for a few steps until he realizes what they are about to do. Before he can object though, Blair looks over her shoulder and laughs at him.

"Lighten up, Humphrey!"

Grumbling to himself, he reluctantly gives in, following her to the back of the building and sneaking into the early afternoon movie.

–––

The van der Woodsen-Bass suite is perfectly still when Chuck steps off the elevator. He waits until the doors close behind him, straining his ears to see if he can hear even a single bit of noise but there's nothing. The place is absolutely empty.

He lets out a sigh of relief and heads down the hallway towards his step-sister's old bedroom.

This is a stealth mission and he can't have anyone stepping in and interfering. He doesn't trust the staff would be able to keep their mouths shut about him sneaking so strangely into Serena's room. He hardly ever comes over here other than for Sunday brunch, but he has his reasons for it today.

Slowly he twists the handle and pushes open the large wooden door, trying not to make a sound just in case. As soon as it's open enough, he slips inside before closing the door just as carefully behind him.

He steps to the over-sized, over-full closet and slides open one of the floor-to-ceiling, frosted glass doors. Immediately his eyes dart to the top shelf, scanning the contents until…

"Bingo."

Yearbooks.

Reaching up, he pulls down the oldest one he sees, smirking to himself in triumph.

He steps backwards until his legs hit the bed and is already flipping through the pages before he even sits down. He sets the book on his lap and thumbs through until he hits the right page.

His eyes find her instantaneously.

Second from the bottom, right after Serena van der Woodsen.

There is not a doubt in his mind. This is definitely the girl he met the other night.

Blair Waldorf.

His stomach flutters and his lips tingle and twist with a smirk.

He kissed _Blair Waldorf_.

The smirk only lasts a few seconds before it falters.

He was about to _pay_ to _sleep_ with Blair Waldorf.

What the hell happened to her?

"What are you doing?"

Chuck jumps, nearly falling off the bed as he scrambles to snap the book shut.

"Jesus, Serena," he breathes, trying to calm his suddenly racing heart. "You scared the shit out of me."

"Good," she says simply, a small smile on her glossy lips. "Now what are doing in my room, reading…" she trails off as she steps forward and grabs one end of the book. They struggle for a moment before she beats him out. "The Constance and St. Jude Yearbook, 1997," she reads aloud in confusion before flipping the book back at him.

He catches it and frowns. "I was just.. feeling a bit nostalgic," he lies easily. "And just what are you doing here on this chilly Saturday afternoon? Trouble in paradise? Or did you have to run out of your apartment before Nathaniel made you sit through one more second of the Princeton - Dartmouth game?"

The blonde rolls her eyes, a small laugh escaping her. "You may be onto something with that last part," she concedes before turning away from him towards her closet. "I'm just stopping here to pick up a dress quick before my hair appointment. You'd remember that today is mine and Nate's anniversary if you paid attention to any thing other than aged scotch and busty models these days."

Now it is Chuck's turn to roll his eyes. "Ah, yes. How could I forget? One late November afternoon in seventh grade, you and Nate sneak away during our field trip to the Museum of Natural History and hook up in a public restroom. Thus beginning your status as the 'it' couple of the Upper East Side and relegating me to the role of third-wheel for the rest of my life."

"But Carter's back now. You haven't been third wheel for months," she points out in a sarcastically sweet tone. She grabs the dress she was looking for and turns around, her eyes catching sight of the book in his hands once again. "Now seriously, why are you looking at one of our old yearbooks alone in my room like a creeper?"

"No reason really, just.. seeing how far we've come," he explains casually. He flips open to the page he had been looking at, his gaze drawn to those dark eyes and his mind's eye suddenly able to fill in all the hazy details of the grown up version he had met the other night. "Do you remember Blair Waldorf?"

"Of course I do. She was my best friend for years. You know that," the blonde answers, giving him a strange look. "Why do you ask?"

"I don't know," he responds, keeping his tone as even and uninterested as possible. "I saw her picture and I guess I kind of forgot about her…" he lies and looks at his sister out of the corner of his eye. "What ever happened to her anyway?"

Serena shrugs. "I think my mom told me her parents got divorced," she explains, scrunching her brow as she tries to remember. "Her dad decided to move to France one day and she went with him. I don't think I ever talked to her again after that."

Chuck nods. He never knew for sure why Blair had left but he does remember when it happened.

Everyone had thought she was just out with the flu or something.

After a few days though, her teacher packed up her pencils and notebooks and took them away, telling the class that Blair had moved away and wasn't coming back. Or at least that's what Serena had told him and Nate had happened.

He recalls Serena silently crying on the swings all by herself, without her best friend by her side. She had been an absolute mess.

Before then, Nate and Chuck had played with Blair and Serena a relatively fair amount, but once Blair was gone, they had been sure to include Serena all the time. They had felt bad for her and figured since she had lost her best friend, they could be her new ones.

"Did you miss her?" Chuck speaks up gently after a long moment.

She nods softly, a sad look on her face. "More than I can say. She was my best friend in the whole world and one day she was just gone without a word," she explains wistfully, before a melancholy smile curls her lips. "But, you know, I think everything happens for a reason. I guess Blair was meant to go to France and I was meant to stay here and fall in love with one of my new best friends," she says, thinking of Nate, her smile brightening. She reaches down and pushes Chuck's shoulder playfully, "And have my other new best friend become my brother."

A soft smile curls Chuck's lips at her last words. "Oh, sis," he cries in a mockingly high emotional voice, grinning as he jumps to his feet. He quickly wraps Serena up in a hug before she can get away and squeezes her tight, a teasing thing he's done to her regularly over the years.

"Oh my god, Chuck! You're squishing me," Serena cries out and laughs at the same time, trying to get away. "Chuck!" she hits him as her voice gets suddenly serious. "The dress! You're squishing the dress!"

At that, Chuck relents, laughing as he steps away from her. "I think it will survive."

Serena tries to fluff the long dress in her arms. "You better hope so or I'll be forced to tattle on you," she threatens jokingly. She settles the dress out over her arm and nods towards the door. "I better get going before I'm late for my appointment, but I'll see you at family brunch tomorrow, right?"

"Like I have a choice," Chuck answers, feigning displeasure. After all these years, he is still unwilling to admit that he actually enjoys spending time with his family. It's much cooler to pretend he is only being kept there by the threat of death by Bart's icy glares.

Serena smiles at him, knowing he is full of it, and with a wave she is gone.

Chuck listens as her heels click away down the hall, his gaze drawn back to the abandoned yearbook.

_Blair Waldorf._

He bites his lip and comes to a decision.

Just a half hour later, Chuck is standing in front of apartment 6D in a building he can't even believe he dared to enter. Even Arthur, his driver, had given him a questioning look when they pulled up outside the place.

This is certainly somewhere he wouldn't normally be caught dead in.

He wipes at his moist brow, knowing his cheeks must be slightly flushed with heat.

Who on earth would decide to not put an elevator in what must be at least a twelve story building?

He takes a deep breath and shakes his head to clear it.

This is it.

He's nervous, anxious, excited- everything.

Quietly, he knocks on the door.

He waits. Taps his foot nervously.

No answer.

Her knocks again, this time much harder.

He flinches at the loud sound, hoping he didn't scare her.

He looks around the plain white hallway. Scrunches up his nose at an ant on the wall.

No one answers again. He can't even hear a peep from inside.

He bites his lip, looking quickly both ways before reaching forward and twisting the handle.

His heart instantly speeds up when it actually clicks and turns. He pushes against the door and peeks inside and finds…

Nothing.

Swinging open the door, his brow furrows in confusion.

The apartment is completely empty. Spotless.

He scoffs in frustration, infuriated with his PI. He pays Mike way too much to be getting such horribly wrong information like this. An empty apartment? Really? His time is much too valuable to be going out on wild goose chases.

Chuck leans against the door frame and groans.

He'd gotten himself all worked up over nothing.

He turns to make a hasty exit when he freezes where he stands, all the anger draining from his face and his mouth falling open in shock.

Blair can't believe her eyes.

_What_ is _he_ doing here?

She just wants to dash into Dorota's apartment and hide, but she knows it will take her at least a couple minutes to find the key in her oversized, messy purse and knows she needs a different plan.

So without wasting another moment standing there staring wide eyed at him, Blair spins on her heel and heads quickly back towards the stairs.

Chuck barely has a chance to register that he is seeing her again- those eyes, that hair, her body… all _Blair_,all just like he remembered- before she is turning around and rushing away from him.

Without hesitation, he follows her, getting right on her heels.

He's spent way too much time thinking about this girl to let her just run away from him again.

"Wait," he calls out to her. "Please! Just-"

They make it down a couple flights of stairs, but she's much faster than him and starts to put some distance between them. He panics, thinking she is going to get away before he can even talk to her.

"Wait!" he pleads. "Blair!"

That does it.

The second her name escapes his lips, Blair stops dead in her tracks in the middle of a flight of stairs. Slowly she turns with an unreadable look in her eyes, scrutinizing him as he comes to a halt on the landing above her.

"Why?"

He pants trying to catch his breath and his brow furrows in confusion, thrown off by her question. "Huh?"

Her eyes narrow. "Why should I wait for you?" she demands harshly. "Why are you here?"

"I- Um.." he starts, unsure of how to respond.

Her shoulder's square at him. "How did you even find this place? Are you stalking me or something?"

"No! I'm not," he hastily answers her. This is going all wrong. "I swear I'm not. I just.."

He supposes he should have thought more about exactly what he would say to her, but honestly this wasn't what he was expecting. He was expecting the skittish, emotional girl from the other night. That girl had seemed destitute and weak while the girl in front of him now is staring him down with a look of determination that is unwavering in its strength. He doesn't know how to take this new version of her, but he can't help but feel a little bit more at ease. This is more like the girl he remembers from his childhood. He recognizes that glare.

"I just want to talk…"

A hollow laugh escapes her. "Oh, really! The renowned womanizer Chuck Bass just randomly shows up at the apartment of a girl, who by the way he was going to pay to have sex with, and she's supposed to believe he just wants to talk?"

He can't help but smirk, conveniently ignoring all of what she said except for the part he cares about. "So you did know who I was."

She rolls her eyes. "Of course I did," she answers quickly, but then remembers he didn't remember at all her the other night. So she adds sarcastically, "I know it may not seem like a completely civilized part of Manhattan, but that doesn't mean we don't still get newspapers in Brooklyn."

A smile curls his lips at her wit. "Well, that and you went to elementary school with me."

Sighing, she gives in, but doesn't lose her attitude. "Oh, yes. How could I possibly forget the boy who stole my periwinkle Dior bow headband and then used it to play fetch with a stray dog in Central Park?"

Chuck laughs. "That thing was hideous," he suddenly recalls, surprised at the way memories of their long forgotten friendship start coming to him as he gazes down at her. "Plus you thought that smelly little dog was cute. You tried to get your nanny to let you keep it."

Blair looks at him in astonishment that he actually remembered that. She nods slowly, the smallest hint of a smile on her lips. "Hilda was appalled," she remembers with a laugh, mindlessly stepping up a stair closer to him. "She said the dirty mutt would ruin the carpets and eat all the curtains."

Chuck grins at her laughter, the sound of it making his stomach flutter. "Too bad you weren't living in this place when that happened. Filth certainly wouldn't have stopped you from keeping the little bastard here."

All traces of amusement disappear from Blair's face in an instant.

He realizes his misstep a moment too late. "I didn't mean…"

"You need to leave," she commands, her face transforming into a mask of stoic calm.

"No, I…" he starts quickly, before taking a breath and starting over. "I'm sorry. Can we just talk? That's all I want. Really," he implores her to believe him, trying to win her over with a charming, soft smile. "A chance to catch up with an old friend…"

"If you think I'm dumb enough to fall for that line, then you are sorely mistaken," she snaps at him.

"It's not a line," he assures her, a hint of desperation in his voice. He lets out a breath, suddenly turning a little timid. "Since that night…" he starts but trails off.

He doesn't usually share his feeling with girls, well, ever. It feels odd to be putting himself out there so quickly, especially since he usually doesn't have to do anything but practically just snap his fingers to get a girl do whatever he wants them to. But for some reason, he knows he needs this girl to believe him. He couldn't stand it if she were to walk away right now so he doesn't think twice before putting himself out there for her.

"I can't stop thinking about you."

Her cheeks blush just the slightest but her stance portrays no hint of an affect as she brushes him off, resolutely ignoring the pleading look in his hazel eyes.

"I'm sure there are plenty of other girls that can get the job done," she assures him with a roll of her eyes. "We didn't have a contract, so if you think the deal is still on the table…"

"It's not like that," he interrupts her sharply. He steps down a stair closer to her, deciding he might as well go all in. "Let me take you to dinner. Somewhere quiet where we can..."

"Oh my god," she loudly whines, cutting him off. She's beyond exasperated with him and definitely doesn't believe a word that is coming out of his mouth. "No, Chuck. Just… No."

"But…" he gently pleads, but she stops him with a shake of her head.

Part of her is softened at way his shoulders slump and his eyes turn all sad puppy dog-ish, but she still doesn't give in. She knows the reputation he has and knows taking a girl on a nice, respectful dinner date without ulterior motives is definitely not a part of it. Does he really expect her to believe this isn't about the fact that she ran out before he could sleep with her the other night?

"Look," she starts her tone a bit gentler than just a moment ago as she tries a new approach. "You and I may have been acquaintances when we were little kids, maybe even friends at times, but that was years ago."

He lets out a breath and shakes his head to himself at her condescending tone. "We _were_ friends," he affirms to her in a strong voice.

"Okay, fine. We were friends," she concedes before continuing. "But it doesn't really matter now either way. Our lives are completely different. We have no reason to even associate with each other," she explains, trying to get him to think rationally. "The other night was…"

He studies her as she swallows roughly. He sees the sadness flash over her eyes before it's almost instantly gone and hidden away.

"…a _huge_ mistake. One that I am happily going to pretend didn't even happen. Which is exactly what you need to do. Go home," she commands, her voice placid, but firm. "Go back to the Upper East Side and pretend this whole thing never,_ ever_ happened. You never saw me. I never saw you."

He doesn't know what to say. "Blair…"

"Goodbye Chuck." She stiffly offers him her hand. "I hope you have a very nice life."

"You too," he mutters, crestfallen.

He feels like he has no other option now but to give in.

Maybe she has a point.

Obviously their lives had taken much different paths from when they were little kids, but he can't help but be disappointed that this is it.

A part of him, one he would never admit to, had been thrilled when he looked at that yearbook and realized Blair really was the girl who kissed him so chastely up against the wall in his suite. He knows it's the same part of him that had a secret crush on her as a child, one he never even told Nate about. It is the same part of him that had been so sad when she simply disappeared from his world one day in second grade.

Maybe that tiny part of him had hoped this could have turned into something real now, so many years later.

It was obviously a ridiculous idea.

He doesn't do this.

He's _Chuck Bass_.

And this girl standing before him may be named Blair Waldorf, but she's not the same Blair Waldorf he was infatuated with as a boy. Her clothing, her home… it just doesn't fit with the much revered image of the perfectly prim and proper girl he has in his head.

This was nothing but a momentary lapse of judgement; him trying to grasp on to something from his childhood when he's maybe not as happy as he pretends to be with the way his life is going now.

He reaches out to shake her hand, watching as his much bigger hand envelopes her small one.

Their skin touches and he feels something he can't quite explain.

A jolt. A warmth.

His eyes jump up to meet hers and from the slight widening of her dark orbs he knows he didn't just imagine.

She felt it too.

He hides a grin as she darts past him up the stairs, savoring a whiff of her perfume as she rushes by.

Chuck doesn't know what to think or what to do but there is one thing he does know for sure.

There is no way in hell he can pretend none of this ever happened.

* * *

><p><em>TBC….?<em>

_Please let me know what you are thinking about this so far and if you want more of it…Comments, questions, thoughts- I really appreciate any feedback you could give me! :)_

_And a special thanks to Lalai, Kadlin, BellaB2010, CB, Krazy4Spike, Julia, Maribels, flipped, nicolettta, tinamarie333, Chair fan, thinkinfire, ninpinpin, julia1117, anabella-chair, SaNaa.91, ItWasYouAlwaysYou, pure-simple-adoration, , Carrots, CBLove21, and Maddtown! Thank you all soooooooooo much for the reviews!_


	4. Chapter 4

_Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy._

_AN: You guys! The reviews were amazing for the last chapter- thank you so so much! A couple of people mentioned that my version of Chuck is a bit out OOC and I hope that's not how everyone feels because that's not really my intention. I've always thought Chuck would have gone after Blair completely after he night at Victrola if it weren't for her being Nate's ex. I mean he stalked her the morning after to try and take her to breakfast and admitted he liked her already that night, so I hope his actions in this story are in line with that. Chuck is kind of the same guy except for some differences that will be explained as the story progresses._

_Anyways, this chapter has kind of an unusual format but I hope you guys enjoy it! Please let me know what you think of it if you get a chance..._

* * *

><p>4<p>

_Monday_

Blair fluffs her long auburn hair as she checks herself over one last time in the mirror.

Her lips are an innocent shade of pink and glossy, but not _too_ glossy. She's wearing a pale blue button down, showing off a respectable amount of cleavage, and a plain grey pencil skirt that hits just slightly above her knees. Her hair is curled for the first time in so long she can't even remember and it took her forever to do with her barely functioning old curling iron.

She smiles in approval at her reflection.

Getting this job is going to be easy.

Walking across the room, she picks up her light pink pea coat from where it's laying on the back of the couch that has become her makeshift bed. She throws on it on, slips on her shoes and once she finds her purse and keys, she's out the door.

She can't help but feel a little tense with nerves as she makes her way down the five flights of stairs to the ground floor.

This interview needs to go well for her. There simply is no other option. None of the other places she applied had responded to her yet, just this cocktail bar several blocks from Dorota's building. Logically she knows it's only been a couple days so she shouldn't panic but, in her experience, usually if you don't hear back on an application right away, you won't hear back at all.

Mentally she starts going over the answers to the interview questions she'd practiced with Dan last night. It shouldn't be hard to get through this. She's pretty good at knowing what people want to hear and winning them over with her charm. This interview should be extremely easy if all goes well, especially since this is the same place where the manager had been practically drooling over her.

Absently, she wonders if she should undo another button on her blouse.

Reaching the lobby of the apartment building, Blair tightens her coat around her to prepare for the colder weather outside before pushing against the door and walking out onto the concrete.

She immediately stops in her tracks.

"You have got to be kidding me."

This cannot be happening. Blair_ never_ expected to see him again. She thought she made herself perfectly clear that he needed to forget he ever saw her. She thought they had come to an agreement after she told him to go away for the third or fourth time that there is no reason for him to come see her ever, ever, _ever_ again.

But from the stupid smirk on his face and the casual way he is leaning against a limo (she rolls her eyes, who the hell rides around in a limo?), she suspects maybe he didn't understand her all that well.

Well, she'll just have make herself a bit clearer, now won't she?

Blair steps purposefully towards him, shaking her head.

"Chuck."

"Blair…" he calls back to her, his smirk widening.

It infuriates her. "Just what do you think you're doing here? I told you to leave me alone."

He taps his finger against his chin as if trying to recall something. "I believe what you told me to do was _pretend_ I never saw you."

Her mouth tightens. "Even better. Go do that."

Chuck shakes his head. "Can't," he says simply. "It's not possible."

She sighs in frustration. "Just tell me what you want this time so I can shoot it down again and we can both go on our merry way."

"I want the same thing that I wanted before," he explains, a charming smile on his lips. "For you to have dinner with me."

"And I'll tell you the same thing I told you before," she retorts snidely. "No."

He juts out his bottom lip and gives her a fake, pathetic, pleading look. "Please?"

She rolls her eyes. "I don't have time for this."

Blair turns to walk away and he reaches out, lightly taking hold of her arm to stop her.

The warmth of his fingers is unmistakeable even through her coat. Just like the other day when...

She flinches away from his touch.

"Don't touch me," she snaps at him, hugging her tingling arm to her chest.

"I'm sorry, just.." Chuck sighs and decides to switch to plan B. Reaching into one of the pockets on his long, expensive wool coat, he pulls out a rectangular box. "I brought you something."

She eyes him curiously and can only stare as he snaps open the velvet box before her.

Instantly, she is mesmerized by the beautiful string of large diamonds encased in numerous little white gold charms, one large, heart shaped pendant in the center. She hasn't seen anything so glamorous and expensive in years. Her fingers itch to reach out and touch it. Already she can picture it on her neck. It will look perfect with her dark hair and pale skin, even if she doesn't really have anything she can properly wear with it.

She looks up at him and sees the smug look of victory on his face.

Her lips abruptly twist into a scowl.

She can't believe she almost fell for this. _Who the hell does he think he is?_

He moves to hand her the necklace and she shoves it away, pushing it roughly against his chest.

"How dare you," she grinds out between her clenched teeth, her eyes turning wild with anger.

Chuck's hands fumble not to drop the box, his brow furrowing in confusion. "What? I-"

"You think you can buy me?" she demands of him, getting in his face. "You think I'm that easy?"

His jaw drops. "No!" he quickly argues, completely appalled. "Of course not! I was just-"

"I told you the other night was a mistake," she reminds him firmly, her voice gravely low. "I am not for sale!"

He shakes his head, willing her to stop and listen to him. "I wasn't trying to buy you!"

"Yeah right!" she nearly screeches. "You saw where I live and you thought to yourself, this girl must be completely desperate and penniless. You thought all you had to do is flash some of cash and I'd be crawling all over you. Well, that's not going to happen. Go find some other poverty stricken girl to buy expensive gifts. I am not a charity case!"

And with that she stalks off, absolutely fuming as she ignores his calls for her to stop.

He better hope she is still able to focus and do well at her interview or he is going to be a very, _very_ sorry.

–––

_Tuesday_

Chuck rubs his leather glove clad hands together, trying to keep them warm in the late fall chill. He shuffles his feet and leans back against his limo, looking up at the brick building before him.

To say that yesterday had gone wrong would be a terrible, terrible understatement.

He definitely hadn't been trying to buy her affections; not in the slightest.

He simply hadn't known how to get her to give him a chance. He didn't know how to show her he can't stop thinking about her. How to make it clear how much he wants her.

So he had decided jewelry was the way to accomplish that. People on the Upper East Side are always buying each other expensive gifts. It is just what people do. In fact he'd gotten the idea at family brunch Sunday when he saw the ornate bracelet Nate had bought Serena for their anniversary. After that, he'd gone straight to the family jeweler and spent hours trying to pick the perfect piece before settling on the extravagant Erickson Beamon necklace. He thought it would look absolutely beautiful around her delicate throat with her dark hair falling around it.

He was only trying to please her and make her see he is worthy of at least a chance.

That had definitely backfired.

Digging his freezing hands into his pockets, he attempts to get some of the feeling back in them.

He wonders if she is even home.

He's been standing outside for much too long.

Out of the corner of his eye he catches sight of her a ways down the sidewalk heading towards her building.

His stomach flutters at the sight of her. She looks so enticingly innocent with her cheeks flushed pink from the cold.

Pushing off the side of his limo, he steps into the middle of the sidewalk, directly in her path.

He has to force himself not to frown at the way her whole body stiffens as she has no choice but to come to a stop a few feet away.

"I want to apologize," he starts sincerely, his voice soft. "Yesterday did not go the way I planned. There were no ulterior motives behind that necklace. All I intended to do was give you a gift."

He looks at her hopefully, but she says nothing, simply crosses her arms and stares him down.

Hesitantly, he takes a step forward. He decides to take it as a positive sign when she doesn't take a matching step backward.

"I just want to spend some time with you," he explains. "Only to talk. I promise."

Blair sighs and looks at the ground and he waits with bated breath until her big brown eyes look up at him once again.

"What do we have to talk about?" she asks him suddenly, her voice missing the rage he was expecting.

"Well…" he contemplates her question. He doesn't really have an answer.

All he knows is he's attracted to this girl like a magnet. He's infatuated with her. He just wants to be around her. He wants to get to know her again.

Off his hesitation, she answers for him. "Nothing. We have _nothing_ to talk about," she says gently, but firmly. "We have absolutely nothing in common. I mean, you apparently have all the time in the world to spend lounging outside with your limo waiting for girls to come home, while I spent my whole day being trained to be a cocktail waitress."

He doesn't know what to say to that. This whole thing _doesn't_ make sense.

But he wants her.

And he is someone who goes after what he wants.

"We are forgotten friends from years and years ago," she adamantly tells him. "Let's just let the past be the past."

He shakes his head at that, but she doesn't notice. She is already gone, walking away into her building and leaving him behind in the cold outside.

He lets out a breath of frustration and turns back to the limo. He opens his own door and slides inside, quickly hitting the button for the partition.

"The Palace," he barks at his driver, his wounded pride getting the better of him.

How the hell is he supposed to get this girl to give him a chance?

–––

_Wednesday_

Pulling on her gloves, Blair rushes down the stairs of her apartment building.

She had been up way too late last night watching vintage Hollywood movies with Dan and had totally forgotten to set an alarm when she finally went to sleep.

Now not only is she going to be late for her second day of training but she will also spend the day suffering from an awful stiff neck from over ten hours of sleeping scrunched up on that couch.

Shoving open front door, Blair steps onto the sidewalk.

She pauses when her eyes find Chuck waiting for her yet again. Really, she shouldn't be surprised to see him but she is. She definitely didn't expect him to be so damn persistent.

Blair only stands there a moment though, sparing him the briefest of annoyed glares before she brushes past him without another thought.

Obviously trying to be civil and rational with him yesterday hadn't worked. Maybe completely ignoring him will finally do the trick.

Either way, she simply doesn't have time for Chuck Bass and his antics today.

–––

_Thursday_

He doesn't know how long he has been standing there when all the sudden the door flies open to reveal an extremely pissed off Blair, her rage nearly palpable as she stomps towards him.

"This is ridiculous!" she shouts at him when she stops in front of him, glowering. "You can't keep doing this, Chuck!"

He takes a deep breath and tries to stay calm. "I only want-"

"I know what you want," she interrupts him harshly. "You want to _talk_. You want to _take me to dinner_. Blah, blah, blah. Do you honestly think that I would ever _really_ go out with you?

Chuck frowns, his ego bruised. "Well, why not?" he demands, his voice gaining a little fire.

"Oh, I don't know. Maybe because you were going to _pay_ to have sex with me," she points out, her voice a harsh whisper so no one passing by can hear. "Then once I was in your suite, you offered me a hit of _cocaine_ from your own personal stash. And while for me, that was the most horrifying, shameful moment of my life… That kind of thing is a normal occurrence in yours."

He swallows back his emotions at her judgement and scowls. "How would you even begin to know something like that about me?"

"The whole city knows!" she bellows in annoyance. "You run around treating this place like your own personal playground, going through as many prostitutes and grams of coke your father's money can buy without a care in the world."

He bites his lip and looks away.

"The only reason you are even here right now," she continues, narrowing her glare on him, "is because this is probably the first time in your whole entire privileged life that someone has had the audacity to say no to you and you can't take it."

Vehemently he shakes his head. "That's not why I'm here!"

"Well then tell me why you're here," she demands of him. "Tell me why you're doing this. Is this some messed up _Pretty Woman_ thing and you're suddenly in love with me? Because that makes absolutely no sense. We didn't even have sex! I was in your suite for maybe fifteen minutes, if that, and now all of the sudden you're turning up on my doorstep _everyday_. It's absurd."

He keeps his mouth shut in a permeant grimace.

"So what is it, Chuck? Do you have some fantasy about swooping in on your high horse and saving me from my horrible life as some impoverished, damsel in distress? Because if that's what you think is going to happen, you are completely off base. I am no one's charity case."

Chuck grits his teeth. "I never said that you were. I know you wouldn't want me to treat you like that."

"You _know_ I wouldn't?" she scoffs. "Because you know me _so_ well?"

Blair spies a small bouquet of red roses in his hand, forgotten at his side, and frowns.

"If you knew me at all you would have never brought me roses," she informs him snidely. "I hate roses. They are cheesy and predictable. Peonies are my favorite flower, always have been, but there is no way you would ever know that because _you know nothing about me_."

"Okay, fine," he barks in frustration, giving in. "You're right. I don't know anything about you now. But so what?"

She puts her hands on her hips.

"I know that I felt something the other day when we shook hands," he tells her, his voice low and dangerous. "And I know you felt it too."

Her glare falters for a moment. "I don't know what you're talking about."

He ignores her lie and continues. "I know that I was instantly drawn to you that night at the Palace."

A bitter laugh escapes her. "You didn't even recognize me."

"I was drunk and high," he argues.

She raises a brow at him. "Are you still trying to win me over?"

He sighs, at a loss. "I _want_ to know you."

Her angers appears to lessen, the tension leaving her shoulders.

They study each other for a long moment.

Hope blossoms in his chest at her silence, thinking maybe he finally got to her.

Then her mouth tightens and there's this funny look in her eyes he can't quite read.

Her eyes don't match her lips.

"Well, I don't want to know you."

His shoulders slump and he watches her walk away, further and further until she's disappeared amongst the other pedestrians on the street.

Maybe this is a lost cause.

Tossing the bouquet of roses onto the ground, he turns on his heel, leaving his limo behind as he stalks off, completely defeated, in the opposite direction.

–––

_Friday_

Blair leans against the window sill, listening to the gentle rhythm of the rain mixed with the sounds of the city outside. It's not cold enough for it to snow, but the constant drizzle has to be freezing.

She bites her lip and risks another peek down at the street.

He's still there, leaning against his limo, without a doubt soaked to the bone.

She is beyond shocked that he actually showed up again after the way she had yelled at him yesterday.

But there is no way she is going to go down there.

No matter how pathetic he looks.

_No way._

She frowns and steps away from the window, feeling a little sick to her stomach.

Deep down, she knows that it's guilt.

Which she also knows is completely ludicrous. She has absolutely no reason to feel guilty. She told him to leave her alone and to not come back here. Hell, she flat out screamed at him and berated every aspect of his life. He should know she is never going to give in.

But for some reason she can't quite comprehend, he's still out there waiting.

It's the stubborn idiot's own fault if he catches pneumonia.

He should just give up already.

She walks over to the couch and plops down on it. Reaching over, she grabs the remote and lazily flips on the TV.

It's her first day off from her new job but Dan is at some study group and Dorota is at work like always, which means she has to entertain herself for at least a few more hours until there's someone else around to distract her.

Mindlessly, she flicks through every channel on the TV three times but nothing ever captures her attention.

She turns the set back off and throws the remote aside.

Her gaze is drawn back to the window.

She sighs in annoyance. "_Bass-hole_."

Blair slips on her shoes and coat and pockets her key, grabbing an old yellow umbrella that is leaning by the door on her way out.

She descends the stairs quickly before she has a chance to change her mind, a nervous pulse in her veins.

When she reaches the bottom floor, though, she pauses in the lobby and takes a moment to study Chuck through the tinted glass door.

He is absolutely, positively soaked. The short tendrils of his dark hair are dripping and curling against his forehead and his drenched trench coat is clinging to him. He looks very _Paul Varjak_ and it hits her just how handsome is.

Her gaze lands on the soggy little bundle of pink flowers in his hand and her heart flutters.

Okay, so maybe this whole waiting outside her door thing is a _little_ sweet.

She pushes against the door and opens the umbrella, holding it over her head as she steps outside.

Blair knows the moment he sees her because his eyes soften, though he still looks a bit weary of what she'll do next.

Slowly she walks towards him, stopping when they are so close they are nearly touching so that the small umbrella can sheild them both from the rain.

Their eyes meet, hazel on dark brown, and they regard each other in uncertainty.

She takes a deep breath before finally giving in and breaking the fragile silence between them. "So if I were to agree to this whole dinner thing…"

He instantly perks up, his brow raising in shock.

"…would you get out of the damn rain and go home?" she asks him, the tiniest of smiles on her lips.

He smirks, his stomach filling with warmth and relief. "Of course."

A part of her melts a little at the thankful look on his face and the way he shivers just the slightest from the damp cold. "Then it's a deal."

Chuck bites his lip to stop himself from smiling any wider. Rapidly becoming confident, he reaches out and hands her the soaked bouquet in his grasp. "For you."

She smiles at the wet, pink peonies, touched that he actually listened to her.

Their fingers brush as she takes the flowers and their eyes instantly meet.

For the first time this week she acknowledges to herself how his persistence _might _have made her feel a bit special; that every time he looked at her in that soft way of his it _kind of_ made her feel a bit funny; how when he shook her hand the other day she _maybe_ felt something strange pass between them, even though she told him she didn't.

It's the same strangeness she knows she feels now.

"I'll pick you up tomorrow at seven."

She nods at him and starts to back away. "Now go home and change out of those wet clothes before you get sick and I have to live with your death on my conscience."

Chuck grins at her. "Yes ma'am."

He keeps his gaze on her as she disappears into her building and for the first time, he's not sad to watch her go.

He slides into his limo, triumphant smirk firmly in place.

_He's got a date with Blair Waldorf._

* * *

><p><em>TBC….?<em>

_Please let me know what you are thinking about this so far and if you want more of it…Comments, questions, thoughts- I really, really appreciate any feedback you could give me (especially about this chapter- kinda spent a lot of time trying to make sure it worked lol)! :)_

_Special thank yous go out to to Lalai, Kadlin, BellaB2010, Carrots, Krazy4Spike, Ninpinpin, KillerNewton, busybee90us2003, jennfa61484, G, cb, anabella-chair, flipped, Rf, ggloverxx19, CB inevitableCB, SaNaa.91, dreamgurl, CBLove21, , and My one true love! Seriously your reviews meant alot to me. :)_


	5. Chapter 5

_Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy._

_***Okay this is a reload of Chapter 5. I don't understand what is going on and why this isn't showing up, but I hope deleting it and reloading it works. I am so sorry for those who tried to read it yesterday and got an error message. I noticed another story that updated around the time I did had the same thing happen, so I'm not sure what the problem is? Hope this works..._

_AN: You guys! :) Thank you so so so much for the reviews! I was going to start replying to them but I don't really know how to respond to things without giving away the plot lol, but I really do appreciate them all. Parts of this story have been fluffier than I anticipated them to be but trust me there will be anst in the future. __For this chapter- It is the longest one yet by far and it is very dialogue heavy but I didn't really have a choice with that. I hope it's still a good read and doesn't get boring lol. I'm extremely sorry it took me so long to get this up but I really wanted to get it right and I also kept attempting to write a post 5x10 fic and write a new chapter for one of my other stories lol... Anyways, as always, let me know what you think!_

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><p>5<p>

The second she turns the key and hears the door click and unlock, Blair quickly pushes her way into her apartment. She feels a bit frantic, knowing she has way too much to do and way too little time to do it in.

It'd taken much longer than expected to find an outfit at least somewhat suitable for whatever assuredly extravagant place Chuck Bass decides to take her to dinner. Of course she hadn't been able to afford any designer pieces, not even close, so finding something that was cut right and dashing enough in its own right was quite the task. She doesn't even know how many places she'd dragged Dan to before she found something that could maybe make the grade. She's not sure what Chuck will think, though, because when she asked her best friend for a guy's opinion, Dan had scrunched up his face and mumbled something about her being like his sister before launching into a speech about how any guy worthy of taking her out wouldn't care about how she looks or what she's wearing.

Obviously he doesn't know anything about the Upper East Side.

Pulling off her coat and setting aside her purse and plastic shopping bag, she mentally begins a check list in her head. She has to shower, blow dry, brush out, and put up her hair, put on her make up, touch up her nails, get dressed…. Ugh, it's all too much!

Quickly she heads towards the bathroom, already pulling out her pony tail and reaching for the hem of her sweater when the door suddenly opens.

"Oh!"

"Blair!" Dorota squeaks in surprise, her hand going to her heart. "I no hear you come in."

"Sorry, sorry," Blair quickly apologizes, pulling back down her sweater in a rush. "I didn't think you would be home."

"I come home early. Whole family go on impromptu ski trip," the older woman explains. "So I come home and put on pajamas," she says with an elated grin as she motions to her fluffy, cotton outfit, "and now I make hot chocolate and watch chick flicks. You want join?"

Blair smiles softly and shakes her head. "I wish I could but I already have plans," she tells her quickly, and moves to go past the woman into the bathroom. "Plans that I actually have to get ready for, so…"

Dorota gives her a strange look. "Get ready for what? Why you in rush?"

"I'm having dinner with someone in…" her eyes find the clock on the wall, "just under an hour and I really need to shower and get the Brooklyn off me before I go to a classy restaurant."

"Oooh a date!" Dorota concludes with excitement in her eyes.

Blair quickly shakes her head. "It's not a date! What is it with everyone," she mutters exasperated, remembering how Dan had immediately called it a date as well. "It's just a platonic dinner between old friends."

"Dinner never platonic," Dorota points out wisely. "Lunch, maybe. Or if you getting quick cup of coffee, that may be friendly activity. But dinner…"

"Well it is!" Blair blurts back, unwilling to admit to anything. "But I really need to go shower. I have so much to do to get ready still and I'm going to be late…"

The older woman reaches out and pats Blair's shoulder, trying to soothe her. "Don't be nervous. I'll help you get ready when you finish."

"I'm not nervou-" she starts, before stopping with a huff of frustration. She's not going to argue about this any longer. "I'll be out in a few minutes."

And with that she steps past Dorota into the small bathroom and tries not to slam the door behind her as she closes it.

–––

Chuck takes a long drink of scotch and checks his watch. He really needs get going if he wants to make it to Brooklyn in time.

He takes another large gulp from the tumbler.

What was he thinking, asking Blair out to dinner? He doesn't date.

Or rather, he's never dated before.

_Ever._

He tips back the glass and finishes off the rest of the amber liquid.

This isn't right. Something is definitely wrong with him.

He could barley sleep last night. He feels sick. His stomach won't stop... _fluttering_.

Something is definitely, _definitely_ wrong with him.

He eyes the bottle of scotch across the bar but knows he doesn't have time for another glass.

Reluctantly, he steps away from his personal bar and pulls his wool jacket from his closet and then he's out the door. Before he knows it, he's riding in his limo across the bridge to Brooklyn.

He would never admit it but deep down he knows what he's feeling is nerves. It's ridiculous though. He hadn't felt nervous once as he stood outside Blair's building all week and now all of the sudden he's an anxious mess? It makes no sense.

He sighs to himself. He supposes it had been different though when he was trying to get her to give him a chance. He had a clear goal. He was on a mission to win over this girl. But now… He doesn't really know what he's trying to accomplish.

There's nothing he's working for, no goal he's attempting to achieve.

He's already achieved it.

He's going on a date with Blair Waldorf.

The thought, while initially it made him completely over joyous, now makes him cringe in unease.

He doesn't know what to do on a date. He's never been on a real date with before.

The only exposure he's really even had to people dating is what he's observed between Nate and Serena over the years. Some parts of their relationship he's just never understood. The deep connection they have is completely foreign to him. At times they treat each other the same way they treat him, like a really close friend, but then there are other times when they just look at each other in this intimate, private way that he knows he's never looked at anybody else.

A way that he sometimes wishes someone would look at him.

But he's pretty much always been alone; the third wheel to his two best friends' great romance.

Carter had come back to town about three months ago, but they really weren't that great of friends. He was more like a partner in crime for him; someone to go to parties with so he didn't have to show up alone, which he pretty much had been doing since Nate and Serena seemed to turn into an old married couple after they graduated high school and moved in together.

Honestly, Chuck had been beyond surprised when his two friends didn't show up to family brunch last weekend announcing that they had gotten engaged on their anniversary. He, along with the whole family really, had been wholly expecting Serena to show up with the Vanderbilt ring on her finger. Lily, Bart and even Erik had been a bit disappointed, but not him. Chuck was beyond relieved that his friends weren't taking that step yet. Lately he'd been feeling like they were growing up and moving on without him- focusing on school, getting prestigious internships, dating seriously- while he's been skipping classes, sleeping away his days, and drinking and partaking in numerous illegal substances on a very regular basis.

Hell, he won't even turn twenty years old for another six months. He's _supposed _to live it up and be reckless. He just hopes that his friends don't end up leaving him behind or that he doesn't end up as nothing but a lonely, degenerate uncle to Nate and Serena's kids.

He sighs and shakes his head to clear it. He is over thinking this whole thing way too much.

It's one date.

His first, first date.

Pressing a button on his door, the partition between him and the driver slowly lowers.

"Arthur, there is a floral shop a few blocks from our destination. Let's stop there on the way."

"Yes, sir."

Chuck raises the partition once again and takes a deep breath to calm himself.

It's just one dinner.

–––

"Ow!" Blair scrunches up her face at a jab of pain on her scalp.

Dorota rolls her eyes as she continues to futz with the girl's long hair. "Sorry," she mutters sarcastically. "You need calm down, Blair."

The young woman's eyes dart up to the mirror and their eyes meet. "I told you I'm not nervous!"

She gives her a knowing look.

"Okay maybe I am a little bit," Blair huffs and quietly concedes, "but it's not why you think. It's just…" She sighs and looks down at her hands. "Chuck, the guy I'm having dinner with, is from the Upper East Side and… Did I ever tell you I used to live on there?"

Dorota shakes her head.

"Well I did. A long, long time ago," she explains, "and I know Chuck is going to take me to some overly expensive, luxurious restaurant… and I just don't think I belong in that world anymore. I don't even know if I really want to go back there. I mean look at me. I spent sixteen dollars on this dress at a_ thrift store_. All those people will know how out of place I am the second they lay eyes on me…"

…_and Chuck will realize he should have never wasted his time on me_, she finishes in her head, her face falling.

Dorota fastens the last bobby pin in her hair and then pats her shoulder to let her know she's done.

Blair looks up at her reflection again, inspecting her up-do. "It looks great," she compliments with a smile that doesn't reach her eyes. "Thank you."

"You very beautiful young woman, Blair. You smart, and strong, and very feisty… How much money you have do not change that."

Blair nods softly, taking in the woman's wise words.

"Now, just need shoes and…" Dorota trails off as they both hear a knock, but once they realize it's not on their door, she continues, "and you all ready for date."

Blair nods and takes a deep breath. She looks around for her shoes when they hear the knock again. Her brow furrows and she looks at Dorota, the two of them sharing a confused look.

Hesitantly, Blair walks over to the door and peaks her head out. A smirk curls her lips as she catches sight of Chuck, looking quite dapper, standing in front of her old apartment. Stepping into the hallway, she leans against the door frame and crosses her arms before clearing her throat to catch his attention.

Immediately, he jumps in surprise at the noise, his eyes flitting over to find her looking so coquettish as she rests against the doorway, her bare feet making her look so innocent and tiny and petite. His eyes quickly run over her body, wrapped tightly in a short little, royal blue cocktail dress, her hair pinned up in an intricate, curled bun with a few wisps framing her face, and her pouty lips painted cherry red.

Chuck's lips curl in appreciation and his nervous energy begins to dissipate at the sight of her.

He steps away from the apartment he had wrongly thought belonged to her and walks towards her.

"You look…" he starts, his voice thick and low as he reaches out and hands her a bundle of peonies, this time white ones. "Exquisite."

She pulls the flowers to her face and buries her nose in them, more to hide her blush than to smell them.

But he doesn't miss the way her cheeks flush pink.

"You didn't have to," she admonishes him gently.

"I wanted to," he quickly interjects. "Plus, I believe they say it's impolite to show up to a date empty handed."

Blair doesn't know how to respond to that. She wasn't really sure if this was an actual date or not, but clearly it wasn't even a question in his mind. Luckily for her, though, he doesn't have the chance to notice her hesitation before Dorota intervenes.

"I put those in vase for you," the woman offers, reaching out and taking the small bouquet and slipping her a pair of worn but fashionable, black high heels in exchange.

"Thank you, Dorota," Blair smiles at the woman gratefully, and not just for the shoes. She bends over and slips on one of her shoes, before reaching out for something to stabilize herself as she slips on her second.

Instinctually, Chuck takes her hand and holds her up as she puts on her shoe, reveling in the warmth of her soft skin and subtly peeking at her exposed cleavage. When she stands back up, she's suddenly eye level with him and he grins at the sight of her big brown eyes so close.

Begrudgingly he pulls his hand out of hers as she takes a black coat from just inside and slips it on over her exposed skin.

She throws a quick wave at Dorota and then closes the apartment door behind her as she steps fully into the hallway.

Chuck gestures for her to go first, trying to be as polite and gentlemanly as possible, and follows behind her. He finds himself still a bit nervous, unsure of what to say to say to her now that they are alone. "So, uh," he begins awkwardly, "who was that?"

Blair begins the decent down the stairs. "Oh, that's Dorota. She's.." she trails off, unsure of how to answer. She takes a deep breath and decides it's easier to lie instead of going into her whole sob story about losing her apartment and being taken in by a stranger. "She's an old family friend I'm staying with."

He nods, silently wondering how the Waldorfs have an old family friend living in a place like this, but he doesn't say anything.

They continue down the stairs in silence and when they reach the limo, he waves off his driver and holds the door open for her himself.

Once they are settled into the seat, Blair looks around curiously. The perfectly stitched leather seats, the overabundance of space, the scotch and champagne sitting within arms reach- this kind of luxury is so familiar and yet so unlike anything she's experienced in years, she instantly feels out of place.

Already she is wondering if this whole thing was a mistake, but she takes a deep breath and looks out at the passing city lights, reminding herself what Dorota told her.

It does't matter how much money she has. It doesn't change who she is.

Plastering a small smile on her face she decides to push aside her uneasy feelings and make the best out of the situation. "So where are we going?" she asks, breaking the silence as she turns to face Chuck.

"I made us a reservation at Café Bouloud," he informs her. "Their menu is French-inspired, which I thought you might enjoy after the time you spent in France. I hope that's alright."

Her smile becomes a bit more real. "Alright? That sounds amazing," she enthuses, getting a little excited. "I haven't had any French food since I moved back here, unless you count french fries."

He smirks, pleased with himself. "While I'm glad you approve of my choice." Leaning forward, he pulls out a bottle of Cristal from a side compartment and motions towards it. "Champagne?"

She bites her lip and hesitates momentarily before giving in with a small nod, resolving that she might as well go all in. "Sure, why not?"

They reach the restaurant about twenty minutes and an empty glass later, and she can't deny the small amount of alcohol definitely loosened her up.

She doesn't think twice as she takes his hand and lets him help her out of the limo, softly smiling at him in appreciation. He holds open the door for her like a perfect gentlemen and they are immediately taken to a table.

A few of the other patrons look up at her, obviously scrutinizing her, and she begins to feel self conscious and uncomfortable just like she'd feared. Suddenly though, she feels Chuck's warm palm on the small of her back, leading her through the tables, and she blushes, unable to think about anything but his touch.

"Sorry we are so close to the kitchen," he apologizes as he pulls out her chair for her, "but I wanted to make sure we weren't seen by any Gossip Girl spies."

Blair's brow furrows. "Gossip Girl?"

He lets out a chuckle as he sits across from her, reminding himself that she hasn't been around in so, so long. "It's this website where people send pictures and tips about what goes on in everyone's lives and this girl takes them and sends them out to everyone's cell phones," he explains. "You don't know how lucky you are to have never had to deal with her."

She laughs. "Oh, the problems of the privileged elite," she mutters, only half sarcastic.

He can't help but grin at her wit.

They look over their menus and order their food, before settling into a comfortable silence, gazing at each other with appreciative and helplessly flirtatious eyes.

Blair takes a long sip of her wine, spinning the glass in her hand. "So tell me Chuck. Why was it so important to get me to go out with you?"

Chuck's eyes widen a little in surprise at the boldness of her question. He shrugs, unsure of how to answer. "I have no ulterior or untoward motives behind this, if that's what you're thinking."

She quickly shakes head. "That's not what I mean… Just… Why me?"

He can see her vulnerability in her big brown eyes and his stomach flutters like crazy. "We're old friends."

She rolls her eyes. "I'm sure you have tons of old friends that you could easily call for a date without having to spend a week standing outside of their building. That can't be it."

"Well, none of my other old friends are quite beautiful as you are," he tells her honestly, leaning against the table towards her. He doesn't consciously decide that he is going to put himself so out there, he just does it, talking before he even thinks. "And I never had a crush on any of my other old friends either."

It takes a moment for what he said to register before a small smile curls her lips in surprise. "You liked me?"

Instantly, he does something Chuck Bass _never_ does: he blushes. "Define like."

"Oh my god," Blair says, laughing teasingly at his obvious embarrassment. "I never would have guessed. I always thought Nate was the one who liked me."

"He did," he informs her before continuing, deciding there is no way out now. "That's why I had to keep it a secret."

"Wow. Chuck Bass had a secret crush on me? I'm truly flattered," she gushes with a grin. "I probably should have known from the way you were always messing up my hair and ruining my dresses but I was too busy hating you to contemplate anything other than your take down."

He smirks and shakes his head at her. "I wasn't always that bad," he defends himself. "Remember, I was the one who took the fall when you gave Georgina Sparks a black eye, no questions asked."

All of the sudden, Blair's face falls. She lets out a humorless laugh at the memory. "I forgot about that."

"They suspended me for three days," he continues to recall, not noticing her crestfallen look, "and I didn't even know why you were mad enough to punch her in the first place. I thought you and Serena were kind of friends with her…"

"She found out my dad was gay," she interrupts him quietly, looking uncomfortably down at the table, "and she was going to tell the whole school about it."

Chuck immediately stops, his face dropping in shock and concern. "Oh," he mutters, dumbly, "I didn't know…"

Blair twists her ruby ring anxiously on her finger. "I know you didn't," she assures him, looking up at him with heartbreakingly soft eyes. "No one did."

An awkward silence falls between them. Chuck has absolutely no idea how to respond to that while Blair doesn't know what to say next as she tries to push away the painful memory she'd never wanted to remember. Luckily they are interrupted from their unpleasant moment by the arrival of their food.

"This looks delicious," she comments, trying to break the uncomfortableness she feels responsible for.

Chuck simply nods in agreement and takes a bite.

"So are you still friends with Nate?" she attempts to start up conversation again after she's tried a bit of her flavorful food.

"Yep," he affirms, smiling at the thought of his friendship that has withstood the test of time. "Me and Nathaniel are still best friends."

Hesitantly, Blair bites her lip and pushes a piece of food around her plate. "What about... Serena?"

"She's my step-sister."

Her brow raises in shock. "Really?"

Chuck nods. "Bart and Lily tied the knot when we were about ten, I think."

"Wow," Blair mutters to herself and picks up her wine glass. "How did that even happen?"

He shrugs. "After you left, Serena started hanging out with me and Nathaniel pretty much all the time. Our parents ended up having to see each other on a regular basis and I guess they hit it off."

"Just like that, huh?" she questions with a melancholy smile. "I can't believe you guys are siblings now."

"Sometimes, I can't really believe it either," Chuck tells her with a tender smile that tells her without words how much he loves and appreciates his family.

A thought occurs to her suddenly and she can feel a nervous knot building in her stomach. "You didn't tell Serena about… this…" she asks, a bit uneasily, as she motions between them. "Did you?"

He shakes his head. "I didn't know if that would be okay with you."

Immediately she lets out a breath she didn't realize she was holding. "Good," she states in complete relief before quickly backtracking. "Not that this is _bad _or something. It's just that I don't really know how to explain to her…"

"That you're living in Brooklyn?" Chuck finishes for her, teasing her gently.

She rolls her eyes. "Among other things…"

"Well, why don't you explain it to me first. For practice, of course," he offers, even though he really just wants to know the story himself. "How did you end up living in Brooklyn?"

Blair bites her lip and gives him a tense look.

"Come on, it was going to come up sooner or later. Why not just get it over with?" He gives her a sympathetic smile. "No judgement, I promise."

For a moment longer, she continues to hesitate, contemplating the question. It's still new talking to him like this, or anyone like this for that matter, and she's not sure if she trusts him. At the same time though, he's completely correct that this is an unavoidable topic so she has no real choice other than to give in, but she quickly decides to not to go into too much detail at this point.

"Well, when my parents got divorced, I moved to France with my father," she starts quietly. A wistful smile curls her lips at the thought of her life in the foreign country. "We lived in this beautiful chateau in the country a couple hours outside of Paris. I went to one of the most prestigious schools in the country where I was at the top of my class. I even started dating a French prince when I was eleven."

Chuck lets out a short laugh. "Of course you did."

Blair gives him a waning smile, continuing to give him the abridged version of her story. "But when the economy started to take a turn, my dad's investment business took a huge hit. He made a few bad deals, but he knew that the only way to keep up with our lifestyle was for the business to pull through. So he took money from his own account and used it to try to keep it afloat. It didn't work at all though. After that he started making more and more investments because he was so desperate to fix the situation and then one day it was just over." She shrugs despondently. "We were completely broke.

"Daddy had to sell the chateau to pay off all the debt so we moved to an apartment just outside of Paris. He got a job managing a wine bar and I worked in the library after school and that's how we survived. Well, until I moved back here."

Chuck studies the girl in front of him, her shoulders slumped and her demeanor completely changed. He can't imagine what kind of hardships she had to endure to over the years.

"I don't know what I'd do if my father suddenly had no money," he tries to empathize. "I don't think I'd be able to make it."

She shakes her head. "I always thought that too but you do what you have to do."

"I don't know, Waldorf. You're a different breed," he tells her playfully, his eyes full of admiration of her obvious strength. He takes his last bite of veal before continuing the conversation. "So why didn't your dad move back to New York with you?"

"Um. He- uh," Blair stutters, beginning to futz with her ring again. This is the first time she has really talked to Chuck in years, she doesn't want to spill her whole heart and soul out to him just yet. She's not ready to have this conversation with him. So she lies. "He wanted to stay in France. He just loved it there too much to leave. But to me, New York is home."

Chuck easily accepts her answer, nodding in agreement. "That it is."

She forces herself to push all thoughts of her past away and tries to change the subject as fast as possible. "You know, we've spent all this time talking about me and you haven't told me anything about yourself."

"Well, what do you want to know?"

"I don't know," she starts with a half shrug. "Anything. Are you in college?"

He nods listlessly. "Second year at Columbia."

"Major?"

"Don't have one," he tells her simply. He sees her looking at him questioningly, so he continues, "College wasn't exactly my choice, I guess you could say. I wanted to head straight into working for Bass Industries but my father wouldn't have it."

"Why would you want to go straight into working?" she asks him, dumbfounded. "Trust me, it's awful having to spend most of your time following other people's orders and being either bored out of your mind or completely stressed at some job. I _wish_ I could go to college."

Chuck's face falls, suddenly feeling like an ass for complaining about his cushy life while Blair is living in a completely different world.

Off his remorseful look and awkward silence, she speaks up. "I'm not condemning you for having money, Chuck," she assures him gently. "It's just that over the years I've learned to cope with the hand I've been dealt. If your father won't let you go to work for him right away, maybe that's for a reason, one he doesn't even realize. Maybe you're not supposed to go work for him. Maybe you're supposed to get a degree and then make your own path."

His eyes narrow at her as she talks, her words hitting him in a way he doesn't quite expect. The waiter abruptly walks up to the table, interrupting their converstaion, and asks them if they are interested in any dessert, but he barely hears the man or Blair's rebuttal of how full she is from dinner. His mind is going a mile a minute as he contemplates her astute observation of his life in his head.

The waiter clears his throat and Chuck jerks his head in his direction. "I'm sorry, what was that?"

"I was just wondering if you wanted me to put this on your family's tab?"

"Please do," he instructs the man before settling his eyes on Blair again with a warm feeling in his chest.

Blair on the other hand is feeling more than a little uncomfortable with their social standings once again. She can't seem to fathom that his family has a tab at a place like this, or that the waiter didn't even have to ask his name to know he was a Bass. She herself can barely afford to help Dorota pay for the groceries. She forces herself to not let it get to her though, and continues to smile softly at him. "Thank you so much dinner," she tells him politely.

"It was nothing," he waves off her thanks.

She nods but she can't help but feel a bit off still. That dinner cost more than any of the paychecks she ever got at her last job. It's definitely not nothing.

"Are you ready to go?"

"Sure," she agrees quietly and they both stand.

He quickly rounds the table to her side, helping her with her coat, trying again to impress her.

They make their way through the restaurant and once again she can feel judging eyes on her as she passes by the other tables. She expects to feel his hand on the small of her back like when they made their way in, but instead he makes a much bolder move and takes her hand in his.

He simply smirks at her when her eyes jump to meet his in surprise, his fingers tingling at the feeling of her delicate skin against his.

They soon settle back in to the limo once again and for some reason, their hands stay clasped together between them.

"So what would you like to do now?" he asks her as the city lights slowly start to pass them by outside. "We could have drinks at Rose Bar? Or dessert at The Modern? Or…"

"Maybe," she cuts in softly, "we just leave it at dinner."

He studies her in confusion, wondering if he is getting the wrong impression. "You did have a good time, didn't you? I don't think I'm reading this wrong…"

"You're not. I had a surprisingly nice time talking to you tonight. Honestly," she assures him. "It's just…"

"What?" he nearly demands, getting frustrated as he turns his whole body to face her. "It's just what?"

She's not really sure what to tell him. Tonight was perfect. _Too perfect._ Flowers, a limo, champagne, seventy-five dollar entrees, and bottomless wine glasses- that's not her life anymore. Tonight had been a fantasy; a walk down memory lane.

She sighs and studies him from his handsome face, with it's strong jaw and his hazel eyes, to his perfectly tailored suit, with its hand stitching and precisely folded pocket square.

A small laugh abruptly escapes her lips. "We match."

His brow furrows at her until he follows her line of vision to see that she is looking at his pocket square. His _royal blue_ pocket square. His eyes drift to her tempting legs and the hem of her dress and he sees the fabric of it is almost the exact same shade of blue. A grin slowly spreads across his face as he looks up and meets her big, doe eyes then looks at her plump, cupid's bow-shaped lips.

Neither is sure who is the one to move first, but suddenly they are kissing. Full on, hair grabbing, lip-smacking making out in the back of his limo.

All thoughts of pretending this never happened go right out Blair's mind at the feel of his fingers in her hair and his tongue massaging against hers. She wants this. _Needs_ this.

Chuck nearly sighs in relief at her the feel of her kisses that are somehow gentle and biting at the same time. This is the feeling he's been chasing since the moment he pressed her up against the wall of his suite. He doesn't think he could ever get enough of it.

"Chuck," she breathes, gently pulling away and pushing gently against his shoulders. "If we're-" she pants, trying to catch her breath. "If we're going to do this, we need to take this slow."

"Whatever you want," he quickly assures her before diving back in for more.

She giggles girlishly at him and reluctantly pulls away once again. "I'm serious," she tells him as firmly as she can manage, trying to actually sound serious. "Slow."

He sighs dramatically, a boyish grin on his face. "I guess we could do that," he agrees, reaching for her hand and pressing a kiss to the back of her hand.

Blair's heart pounds in her chest at his sweetness. She expected an argument or a plea or…

"Wait. What exactly do you mean by_ slow_?"

She wants to be annoyed but she can't be anything amused by the confused look on his face. "I mean that we need to really get to know each other before we…" she trails off, blushing, "you know."

"Oh," he mutters. That's definitely not what he thought she meant at all and it's definitely a completely new concept to him. Usually with girls, it's just the opposite. Sometimes he doesn't even knows a girl's name before he beds her. But he's done more for Blair in the past week then he's ever done for any other girl before and he has to admit he's not upset with the results so far. "I guess we can try it your way," he gives in, "but if you change your mind…"

She rolls her eyes with a smile. "I'll be sure to let you know."

He nods and kisses her palm before intertwining their fingers once again between them, and after only a few minutes of comfortable silence, they pull up in front of her apartment.

"When can I see you again?" he questions her, not wanting her to leave.

She bites her lip going over her work schedule quickly in her head. "Wednesday?"

"Wednesday it is," he agrees with a smile. He moves to get out of the car but she stops him with a hand on his chest.

"You don't have to walk me up," she quickly assures him. "Just meet me right here, Wednesday, at four? And this time I'm planning everything, okay?"

He nods and sits back against the seat. "It's a date."

She grins and leans forward, planting one last kiss on his lips. "Goodnight, Chuck."

"Goodnight, Blair," he breathes, his stomach fluttering out of control as he watches her slide out of his limo and walk into her building.

The vehicle starts to make it's way back to the Upper East Side and Chuck takes a moment to breathe and contemplate the evening.

An unconscious smile curls his lips.

He starts his trek over the bridge and he absently takes out his phone and turns it on. He's thrown off by the number of missed calls, but when he sees the lone Gossip Girl blast of the night, it suddenly makes sense.

_Spootted: Chuck Bass…. On a Date?_

Instantly, he is completely annoyed. He scrolls down to look at the accompanying picture, and is a bit relieved when he sees they only got a picture of the back of Blair's head. The last thing she needs when she's stepping back into this world for the first time is Gossip Girl on her tail, but that might only last for a little while. He's sure everyone will be following his every move to figure out who the hell he would actually consider dating.

His phone suddenly starts ringing in his hand and he jumps, going to answer it. But when his eyes catch sight of the caller ID and he pauses.

_Baizen_

He frowns and simply watches the phone ring in his hand until finally stops.

"Sir?"

Chuck looks up and meets his driver's eyes in the rearview mirror.

"Where are we headed to?"

The beep of his phone abruptly cuts through the air, alerting him that he has a new text message that he reluctantly opens.

_At Stir. 3 girls. 12 grams. Bottle service all night. I'll let you have the dancer if you get here by 12._

Chuck sighs and turns off his phone once again before he tosses it aside, not feeling the familiar pull to let loose with his partner in crime.

"Just take me home, Arthur."

Taking a deep breath, he rests his head back against the seat and watches the city pass by outside the tinted windows, his mind filled with images of Blair Waldorf while her intoxicating scent still lingers around him.

* * *

><p><em>TBC….?<em>

_I would really really appreciate hearing your thoughts about this. I spent a lot of time on it lol... Comments, questions, thoughts- I would love any feedback you could give me! :)_

_Extra special thanks to all who reviewed! KillerNewton, Lenore 2410, Chair fan, M, Laura, Krazy4Spike, Kadlin, LaiLai, Aliennut, G, BellaB2010, ggloverxx19, jennafa61484, SassySuzy84, flipped, anabella-chair, , SaNaa.91, CLS, yourlovekeptmealive, lua j, CB, & DrGG! I really really appreciated your thoughts!_


	6. Chapter 6

__Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy.__

_AN: Thank you guys so much for the reviews on this story. I am really sorry it took so long to update this. I have a lot planned for this that I am excited to get to but apparently I need to be procrastinating something else to work on this lol. This chapter is more UES/Chuck side of things, but the next one will be more Brooklyn-y/Blair-ish. Also- tiny bit of swearing and drugs- just a warning. Please let me know if you want more of this. I want to try and keep the momentum going and update this again soon. :)_

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><p>6<p>

The sun is just beginning to set across the city, casting a warm glow on the icy park where Chuck and Blair sit huddled together. A loaf of bread sits between them and they slowly pick it apart, throwing it piece by piece out to the few ducks and geese still hanging around the semi-frozen lake on this mid-December day.

Chuck never thought he could enjoy an activity a simple as feeding ducks in Central Park but Blair is surprising him at every turn it seems. When he'd anxiously picked her up in Brooklyn just a few hours ago, he was a bit thrown off when she'd requested they head to the Met, one of the last places he would ever think of to go on a date. He'd been to the museum a couple times before, but he realized as he followed her around the historic building and listened to her talk about the pieces with such awe and enthusiasm that he'd merely looked at the art in the past but he'd never _really_ seen it. Seeing it all through her eyes gave it all a whole new meaning.

After leaving the museum, they walked to a cafe to get hot chocolates and made a stop at a market to get a loaf of bread before heading to Central Park.

Somewhere along the way their hands bumped and he was surprised at how the simple contact made his heart jump. He was even more surprised when she then slipped her hand into his and squeezed it tight.

Pulling his jacket tighter against him, Chuck peeks over at the petite brunette by his side and can't help but feel a warmth growing inside him at the way her cheeks and the tip of her little nose are flushed bright pink from the cold, making her look so innocently beautiful in the snowy setting.

She can feel his eyes on her as she pulls off another chunk of bread and throws it to the birds. She feels flush at his intensity. "What?" she asks shyly as she meets his gaze.

The corner of his mouth turns up before he impulsively leans in and captures her cool, full lips in his.

Blair is surprised but responds quickly. Kissing him back, her teeth graze his bottom lip as the spark between them begins to course through her veins. His tongues pushes against hers and it feels so good but she makes herself pull back before it gets too heavy. A smile curls her lips as she looks up at him. "What was that for?"

Chuck shrugs and looks out at the pond, timidly avoiding her eyes. "Because."

Her smile widens, completely charmed at the courteous, cute, and boyish way he's been acting all afternoon. Reaching between them, she picks up the loaf of bread separating them and puts it in her lap before sliding across the small space on the bench and snuggling into his side.

Immediately he responds by wrapping his arm around her shoulders and pulling her tight to him and he has to remind himself for about the millionth time that he is following her lead in this whole 'taking things slow' thing.

"You know I used to come here with my dad all the time when I was little," Blair shares with him as she looks wistfully out at the pond.

"Really?"

She nods and rests her head against his shoulder. "We'd wake up really early in the morning and Daddy would make sure I was all bundled up. Then we'd walk to this little bakery a couple blocks from home and I'd pick one of the first freshly baked loaves of the day for the ducks. Then Daddy would buy us croissants and scones and hot cocoa," she explains in a melancholy tone, missing those memories and her father more than she can ever express. "And then we would come sit here and feed the ducks and just… talk."

Chuck listens intently, rubbing his hand up and down her side. Out of the corner of his eye he spies their styrofoam cups of hot chocolate set aside in the snow and then looks down at the loaf of bread in her lap that she continues to pick at and he realizes that she must have been trying to recreate that memory with him; something he can tell must have meant a lot to her. The knowledge that she would include him in something like that makes his stomach do funny things.

"Well, I'm glad you brought me here."

She turns her head and looks up at him with a bashful smile. "Really? I didn't bore you today when I kept rambling on and on at the museum and then dragged you to the park of all places…?"

"No, you definitely didn't," he assures her. "I mean those aren't things on my usual list of activities, I will admit. But I've been enjoying myself."

"Good," she breathes in relief. "I know this kind of stuff is kind of simple and boring... but I guess that's me."

He snorts and shakes his head. "You, Blair Waldorf, could never be boring."

"And how would you know?" she playfully challenges.

Chuck shrugs with a smirk. "I would never be interested in someone who's boring"

She can't help but laugh at his ego as she shakes her head at him.

The last rays of sunlight disappear behind the horizon of skyscrapers and Blair snuggles closer into him, shivering slightly from the cold.

Chuck's brow furrows in concern at feeling her tremble. Without a second thought he wordlessly reaches up and pulls off his silk, patterned scarf and delicately wraps it around her neck, tucking it around her soft curls and under her thick black, pea coat.

Her heart melts at the small but chivalrous gesture. She watches his movements with big doe eyes until his hazel ones meet hers and the air suddenly feels thick between them.

He clears his throat and looks away to break the tension, trying keep himself in check so he doesn't end up molesting her in the middle of Central Park. "So… do you want to go get dinner?" he suggests. "Carvaggio isn't that far from here."

She quickly shakes her head. "Nope. We're doing whatever I say today, remember? So I get to choose where to go for dinner."

"Sorry, sorry," he apologizes playfully and pushes himself up from the bench, before turning back and holding out his hand to help her up. "So, Ms. Waldorf, where are we dining this evening?"

"Serafina."

Chuck's nose scrunches up as she takes his hand and stands, their hands intertwining as they begin to stroll through the dimly lit park. "The pizza place?"

"Mmm-hmm."

"Huh," he breathes to himself, trying to hide his distaste.

"Huh?" she mocks, amused. "It's just a pizza parlor, Chuck, and I've been craving pizza all week."

"Well you can get pizza anywhere. We don't have to go_ there_."

She finds herself laughing out loud at his barely concealed snobbery, recognizing the behavior so well because that is how she used to act, and still does sometimes. "It'll be good. Trust me," she tries to assure him. "I've come to realize that some of the simplest things in life are actually some of the best things out there. And there is nothing simpler and yummier than some sloppy, greasy pizza."

He sighs and reluctantly gives in, as if he would have said no to her anyway. "Maybe you're right."

"I know I'm right," she corrected him, pulling him along the winding path of the park.

He opens his mouth to tease her arrogance when he swears he hears someone calling his name. Turning to look over his shoulder, he frowns at who he sees.

"Chuck!"

Blair furrows her brow and looks towards the voice as well as slowly come to a stop. She tries not to take it personally when he drops her hand as two men trailing behind them on the path get closer.

"Chuck! Hey, man, I thought that was you."

"Carter," he greets him, before turning to his other friend with a much more pleasant look. "Nate. What are you guys doing out here?"

"Meeting up with Jesse," the blonde answers, digging his hands into his pockets uncomfortably. The older they get, the more embarrassed he is at having to sneak out and buy weed in the park like a high-schooler.

"He says he got this new stuff in that is supposed to be…" Carter begins to explain before trailing off as he notices the beautiful girl with Chuck for the first time, completely throwing him off his train of thought. "Well, hello," he grins, stepping quickly towards her. "And what do we have here?"

Blair doesn't know what to say and can only bite her lip and stay silent, feeling a bit uncomfortable being leered at like that by Chuck's friend.

Stepping between the two, Chuck's jaw tightens. "Carter," he growls in warning.

"Oooh, someone doesn't feel like sharing today, do they?" the older boy teases with a wicked laugh, but he still steps away and backs off.

Nate looks on in confusion at the exchange, surprised to see his best friend standing up for one of the random girls he's hooking up with. He curiously studies the girl that has Chuck acting strangely when his mouth falls open in shock. "Blair?"

Chuck sighs to himself and rolls his eyes, completely annoyed that dear Nathaniel immediately recognized their old friend when he hadn't. To be fair though he had been completely wasted at the time.

Blair awkwardly nods and sends him a quick wave, unsure of what else to do. "Hi Nate."

"Is she the girl from the Gossip Girl blast the other night?" Nate asks his best friend quietly so only he can hear, trying to put the pieces together. Off his short nod, Nate's eyes widen in surprise; Chuck never sees a girl more than once. "Wow, that's… that's great, man.

"And Blair," he smiles, turning to look at her again, "it's so good to see you. I'm a little shocked. I never thought I'd see you back in New York."

"Wait, how do you guys know her?" Carter interrupts, perplexed.

"We went to elementary school together," Chuck fills him in shortly.

"Oh," the older boy responds, his brow furrowing as he tries to remember her, but since he wasn't friends with any of them until the end of middle school, he really has no reason to. He shrugs in indifference, losing interest in the situation rapidly as he checks his watch. "Well, why don't we save the inevitable trip down memory lane for another time because me and Nate should really get going. You know how Jesse gets when people are late."

Chuck nods in understanding, silently relieved for his friends to get going.

Carter just turns and walks away, Nate says quick goodbyes to them both and looks curiously between them before he leaves as well.

Once they are out of sight, Chuck lets out a breath he didn't realize he was holding. Any discomfort he had felt at being caught on a date by his friends melts away when he looks back down at the beautiful girl at his side. Reaching out, he pulls her hand back into his and tries to forget that they had ever been interrupted by leaning down and kissing the back of her hand. "To Serafina?"

Blair bites her lip, deciding to ignore the fact that he had acted differently towards her the last few minutes around his friends; everything else up until then had been seemingly perfect. Sighing she gives in, letting her insecurities disappear at the soft look in his eyes and the way he intertwines his fingers with hers.

"Come on," she playfully commands, tugging on his hand, "I'm starving."

He smirks and follows her closely. "Lead the way."

–––

Chuck steps into his suite at The Palace later that evening, smirk firmly in place across his Roman features.

Dinner had been different, that's for sure, but it had actually been pretty good. Plus spending so much time simply laughing and talking and spending time with Blair was more enjoyable than he even wants to admit.

Tugging off his coat, he hangs it on the gold rack by the door. Momentary panic grips him when he notices his scarf is missing, thinking he'd forgotten it at the pizza place, but then he remembers it is safe with Blair and instantly calms down. He moves further into the room, eagerly heading straight toward his bed.

"About time you got back."

Spinning on his heel, his face drops at the sight of Carter Baizen sitting at his bar, filling a glass with the most expensive scotch Chuck owns. "What the hell are you doing here?" he groans in annoyance.

"Well, Nate and I smoked and played Call of Duty until it was time for his _curfew _and then went running home to the wifey," Carter sneers, rolling his eyes. "So I thought I'd come here and meet up with you. Figured we could hit up a couple places, pick up a few girls…" he trails off and tips back his drink. He sloppily wipes his lips before reaching into his pocket and pulling out a little baggy. "Jesse hooked me up with a some serious party favors tonight. Stocked me up until the New Year."

Chuck sighs, watching in annoyance as the older boy begins to tap out white powder onto the marble bar-top.

He doesn't want to deal with this right now. He had a great night with Blair and now all he wants is to be alone with his thoughts of her for a little while before passing out for the night. Plus he has an early class the next morning and for the first time in his entire college career he actually hasn't missed a class yet the whole week and he doesn't plan to start now.

He shuffles over to the couch and flops down on it lazily, trying to act more tired than he is. "Not tonight, man. I'm exhausted."

"Well this will cure that," Carter explains with a smirk as he takes out a credit card and begins to cut lines. Once there four small lines laid out on the marble, he reaches behind the bar and grabs a straw. Leaning over, expertly snorts one line, blinking and breathing deeply as the chemicals hit his bloodstream making everything seem suddenly brighter and more alive.

Smiling foggily, he turns back towards his friend and holds out the straw in the air.

Chuck shakes his head and waves him off. "I'm good."

The smile drops from Carter's face in an instant and he stares in confusion at his partner in crime. "Seriously? I haven't seen you out at all the last couple weeks and now you are turning down a chance to let loose with some of the finest stuff known to man? What's going on, Bass?"

The younger brunette remains silent and avoids his friend's probing eyes, unsure of what to say.

"Is this-" Carter stutters, not even believing the thoughts that are entering his mind. "Is this because of that girl?"

Chuck sighs and crosses his arms. "It's not-"

"Holy shit!" Carter exclaims, laughing in disbelief and amusement. "I cannot believe it. I never thought I'd see the day the great _Chuck Bass_ let's himself be whipped by some chick."

His pride and ego take a hit that makes him tense up and he glares at the older boy. "I am _not_ whipped."

"Oh, yes. You definitely are my friend," Carter continues to laugh, absently shaking his head at him. "God, she must have been one hell of a lay to turn you into such a little bitch."

Chuck hesitates to respond and instinctively looks away, accidentally giving away much more than he means to.

"Wait, wait, wait. You have fucked her, right?" the other boy demands and the only answer he gets is silence. Suddenly all of Carter's amusement shifts into disappointment. He's the one who taught Chuck all he knows about women and he know he taught him way better than to act like this. "Damn, Bass. That's just pathetic. You're completely pussy-whipped by this chick and you haven't even gotten any pussy yet."

Chuck clenches his fists where they are crossed against his chest, not really sure if he is getting so angry because of the way Carter is talking about Blair or because the way Carter is putting everything really does make it sound kind of pathetic to him. All he knows is that he kind of wants to punch the annoying ass in the face right now.

"Come on, Bass. Let's go out; have some fun, relax, and make sure you actually get laid tonight."

Chuck remains silent, his jaw clenched tight.

"Or you can sit here and be a little bitch. Let this chick completely change you into an Archibald clone; spending your nights stuck at home and following her every whim, day in and day out, completely kissing her ass and never thinking for yourself," Carter taunts cruelly, knowing what buttons to push. "You can still think for yourself now though, can't you Bass? Or is it too late already?"

Biting his lip, he hesitantly looks up at his friend who is holding out the straw invitingly.

There are parts of Nate and Serena's relationship he's been a little jealous of, yes; especially lately. But there are parts of it too that he definitely doesn't mind missing out on too. Maybe he is letting himself get wrapped up too quickly in this whole Blair thing.

They aren't married. They're not even exclusive at this point.

He's allowed to have still have fun.

Sighing, he gives in and stands up as Carter cheers him on. He reaches out and grabs the straw from his friend before leaning over the counter and quickly inhaling one of the lines of white powder just as he's done so many times before. There's an almost instant jolt to his system. Energy and brightness overtakes his world as he passes the straw back.

Carter downs the third line hungrily, rubbing his nose and laughing out loud when he comes back up.

Snatching the straw back, Chuck finishes off the coke. The last line pulses through his blood at what feels like a million miles an hour.

"Come on, Bass. Let's go."

He follows obediently, relishing in the familiar haze over taking him.

They stumble into one of the most exclusive clubs in New York and head directly to the VIP section.

Alcohol flows like water and girls practically swarm around the notorious duo.

Chuck laughs and flirts and everything feels vivid and vibrant and free.

Leaning back against the velvet couch, he closes his eyes and grins as one of the girls curls against him.

Her hands run up his side and over her chest and her lips attach to his neck.

He wants to enjoy it. He wants that mindless pleasure he knows so well to over take him.

But it doesn't.

All it feels like is wrong.

She nibbles his earlobe and her hand slides lower and lower until he abruptly grabs her wrist and stops her. He pushes the girl away and swiftly gets up from the couch.

"Hey!" Carter calls out over the music from where he sits close by, entangled with a red-head in his lap. "What are you doing?"

"Cigarette," he easily lies, barely acknowledging his friend as he walks away toward the back exit.

The moment he steps out into the back alley he pulls out his cell phone and calls his driver, needing to get out of there immediately. He hangs up and notices a text from his step-sister in his inbox.

_R U really dating Blair Waldorf? Or has Nate finally lost his mind?_

He smirks at Serena's message, the question making his drug-addled mind run wild. He walks down the alley away from the club and steps out on the sidewalk to wait for the limo, turning the question over and over before tapping out a response to his step-sister.

_Nathaniel might be more sane than you think..._

* * *

><p><em>TBC….?<em>

_Feedback would be great! I'm trying to figure out how much I focus on Serena/Blair so let me know what you think about that, or just the story in general! I'd love to hear some of your guys thoughts!_

_Especially thanks to gossipgirllover123, wrightangal, Maddtown, kayla, Aliennut, nostalgiakills, G, sallysally, Krazy4Spike, thinkinfire, Berry, Del, anabella-chair, SaNaa91, Chair fan, Ninpinpin, CB, Maribells, CBLove21, jennfa61484, , KillerNewton, Kadlin, DrGG, olimgossip, 88Mary88 for the wonderful reviews!_


	7. Chapter 7

__Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy.__

_AN: First of all- your eyes aren't tricking you- I am really updating for the second time in a week lol, so if you missed the last chapeter- read that first. I really want to say thank you to everyone that took the time to review, I really appreciate it! Plus you guys got me to keep writing lol, and I'm going to try to stay on a roll with this story... Things will continue to be explained as it continues and I've been adding to my plan for this story to flush out the whole thing more, so I really hope people are enjoying it so far. :)_

* * *

><p>7<p>

Blair grumbles to herself as she picks up an assortment of half drank martini glasses off of a recently vacated table.

She loathes this job. Not even two weeks in and she already hates it with every fiber of her being, from the appalling low-cut, polyester dress she's forced to wear all the way to her sexist, ass of a boss. Every day she completely dreads coming here but it's not like she has much of choice. She knows she couldn't get a better job even if she tried.

Lugging up the tray full of stemware, she makes her way to the back of the bar and tries to think happy thoughts as she walks past the leering men drinking away their troubles in the middle of the afternoon on a weekday.

Blair tries to focus on thoughts of springtime in Paris, her favorite macaroons, new Loubouins…

_Chuck_.

She smiles to herself at the thought of him as she pushes through the swinging double doors into the kitchen.

Admittedly, she had her reservations at first about giving him a chance but so far he has definitely proven most of her misgivings to be wrong. He had been an absolute gentlemen when he took her out to dinner the other night and then yesterday when they went to the museum and the park. Part of her is still reluctant to call those 'dates' since they're still getting reacquainted but the other part of her, the hopeless romantic she's been repressing for years, wants nothing more than to write _Chuck Bass_ all over her diary and draw little hearts around his name.

The staff dishwasher gives her a funny look as he takes the tray of dirty dishes from her and Blair suddenly realizes she must be grinning like an idiot. Instantly she wipes the smile off her face and replaces it with a glare, daring him to judge her, before she raises her chin and stalks right back out to the main bar.

Groaning to herself, she see a group of men sitting down at a table in her section and she takes a moment to prepare herself. She fixes a flirtatious smile on her lips and pushes her chest up as she saunters over, doing what she has to do to get the big tips she needs.

"Gentlemen," Blair greets them, batting her eyelashes and leaning foward against the table just enough to show off her cleavage. "What will it be today?"

Immediately all four of the them are practically drooling over her as their eyes grope over her taut frame, making her stomach revolt.

God, she hates this place.

–––

"Chuck!"

His comes to a slow halt on the frozen walkway in the middle of campus, sighing to himself in annoyance. He looks across the courtyard to see his step-sister approaching him quickly and he impatiently motions down at his watch, letting her know he doesn't have much time. "What is it, S? I have places to be."

"Well, hello to you too my dear brother," she scoffs sarcastically as she reaches him. "I've only been trying to get ahold of you all day and you haven't bothered to pick up even one of my many calls. But I have to say I never, _ever_ thought that the place I'd I actually find you would be at school."

He shrugs as if it's nothing. "I had a couple classes and then I went to the library. And I'm running late for something, so what is it that you want?"

"What is it that I want?" the blonde repeats in disbelief, hands on her hips. "Oh I don't know, maybe I want a little explanation as to how my chronic womanizer of a step-brother ends up dating _Blair Waldorf_ of all people."

"Oh that," he mutters distractedly, not really wanting to discuss it, especially as he remembers how relieved Blair had been the other night when he told her he hadn't shared the news of her reappearance with his step-sister. "Honestly, S, it's not that big of a deal."

Her eyes widen at him incredulously. "Are you kidding me? It's a huge deal! It's monumental, life-changing, earth-shattering-"

"I think you're over reacting just a tad."

"No, I'm definitely not," she argues back quickly. "It's been over twelve years since she moved to France. I mean, I figured about now she'd be dating her way through the royals and ruling over the Sorbonne, not in New York shacking up with you. How did this even happen?"

"I ran into her a couple weeks ago at The Palace," he tells her shortly, leaving out any more detail about their chance meeting than that. "And we're not shacking up, we've just hung out a couple of times. That's it."

"That's it? No Chuck, that can't be it. I've never seen you spend more than a one night stand with a girl _ever_, so that alone is huge_._ But for this girl your suddenly seeing in secret to also be my former best friend? You know it's a big deal. You wouldn't have kept it a secret if you didn't," she points out in an exasperated rush before her face drops in melancholy, her tone faltering. "How could you not tell me?"

At her obvious dejection, Chuck can't help but feel guilty. He can still remember how heart broken his step-sister had been when Blair had moved away. Hell, it was Blair leaving that made he and Serena such close friends in the first place. He frowns and gives in, deciding he owes it to her to at least attempt to explain himself a little without giving too much away. "She's just been a bit hesitant with me so far. I didn't want to ruin things and scare her off by immediately throwing a reunion with you and Nathaniel at her," he explains carefully before a soft smile curls his lips as he remembers the day in the rain when she finally agreed to go out with him. "You have no idea the amount of convincing it took to get her to give me a chance."

Exhaling, Serena crosses her arms and relaxes her stance just the slightest. "I guess that makes sense," she concedes half-heartedly. "But she was still my best friend, Chuck, and you're one of my best friends now. You should have told me instead of hiding it and sneakily asking questions about her over our old yearbooks."

Biting his lip, Chuck looks away at his sister's accusation.

"Yeah, I may be blonde but I'm smart enough to put together the pieces of your little investigative work a couple weeks ago," she points out smugly. "Were you guys already 'hanging out' then?"

He quickly shakes his head. "We had just met a couple nights before but I couldn't really remember who she was at the time so I needed to look at a yearbook to make sure. I was a kind of wasted when I saw her."

"Of course you were," Serena laughs despite herself, shaking her head at him. Finally, she backs off and let's her aggressive stance fall away as she begins to forgive him just a little for leaving her out of something so huge. "So where is she staying?," she asks hesitantly, wanting more information on her former friend. "With her mother?"

"With a family friend," he answers, parroting back what Blair had told him. His brow furrows however as he continues to ponder Serena's question. "Does her mother even live in the city anymore? I can't remember hearing about any Waldorfs since around the time Blair moved."

The blonde shrugs. "How should I know? You're the one who is actually still in contact with a _Waldorf_, not me."

"I don't know, I thought you might," Chuck responds, still feeling a bit confused. "She's hasn't mentioned her mother at all to me. Maybe she moved to Europe back then as well?"

"I don't think so. Mom told me Blair moved away with her Dad because of the divorce, so I don't think Mrs. Waldorf would have been joining them," Serena counters, her eyes narrowed in thought. "Maybe she's just not that close with her mom? I mean, it's not like the woman was around that much when we were younger. Her father or the nanny were the only people I ever saw taking Blair anywhere and none of us were ever allowed to go to the Waldorf's to play. Honestly, I have no idea what her mother even looks like."

"Huh. I guess I don't really remember her either," he mutters to himself before shaking his head to clear it. "Maybe you're right."

"Okay, but if she's not staying with her mom, then why did she come back? Did her dad move back?"

"He's still living in France," Chuck answers and shrugs. "I think she just missed the city."

"Is she back for good?"

"I'm pretty sure, yes."

"Where is she going to school? I haven't seen her around here at all so is she at NYU or-"

"Serena," he interrupts her, abruptly cutting her off because he's running way too late but also because he doesn't know if Blair would be okay him sharing any information about her life. "I don't have time for an interrogation right now."

Serena huffs childishly at him. "But I just want to…" she starts to argue but stops herself, trailing off and shaking her head. "Do you think you could-" She frowns, her shoulders slumping before she starts over. "Maybe you could convince her to come hang out with us? You, me, and Nate, like when we were little?"

Chuck purses his lips at her question, feeling a little nostalgic himself at her hopeful request to recreate the past. "Maybe."

Immediately Serena's whole face brightens and a huge smile curls her lips.

"But not right away," he quickly amends, trying to stop her from getting too excited. "Give me a few days and then I'll bring it up. I don't want her to feel like I'm pressuring her."

"That's fine, Chuck, whatever you think," she agrees, clapping to herself with excitement. Smiling at her brother, she notices for the first time he seems a bit lighter and more content than his usual self and suddenly it hits her. "You really like her, don't you?"

He smiles and simply shrugs, unwilling to admit his emotions as freely as he did last night when he told her they were dating while he was high. Sober Chuck is smart enough to keep his emotions guarded even though he knows the answer to his sister's question is yes.

Avoiding her gaze, he looks absently at his watch and nearly dies when he realizes the time. "Are we done here now? I seriously have to get going."

"Fine, I guess I can let you leave." She leans in and gives him a quick hug. "I'll see you at family brunch Sunday?"

"Like I'd be allowed to skip it," he retorts sarcastically, exchanging a last smile and wave with her before turning and heading on his way.

Thankfully, his limo is there waiting for him on the edge of campus and his driver opens the door for him the second he comes into view.

"Take the fastest route there is, Arthur," he commands as he slides past the man into the car. "We'll already be late as it is."

The door slams behind him and Chuck pulls off his heavy bag of textbooks and notes and sets it next to him before leaning back against the leather seat.

Out of the window he can see buildings passing by at a pace that he knows is much too slow. There is no way he is going to be there on time and he is all too aware of how much his father hates to be kept waiting.

He fidgets with his fingers anxiously, attempting to will the limo to speed up, before trying to distract himself with other thoughts. But as it always seems to happen lately, all other thoughts lead to Blair.

Blair laughing, Blair smiling, Blair kissing him, Blair touching him…

He bites his lip and tries to control himself, still frustrated that Carter had ruined his alone time last night. He definitely is in need of some serious…_ stress relief_.

The second the limo pulls up outside of the towering brick building, Chuck is practically out the door feeling suddenly anxious. He knows how upset his father will be for having to sit around waiting for ten minutes, but he's also kind of excited (though he would never admit it). He and his father have never really spent much time together but he hopes this can be a fresh start.

"Gina," he smiles at the receptionist as he waltzes in, barely pausing as he walks by. "My father is in his office, yes?"

"Actually, no."

Chuck stops immediately and turns to the woman in confusion. "Oh. Did his meeting with the Japanese partners go long?"

The receptionist shakes her head. "Crisis with Bass Australia. He's on his way to the helipad as we speak."

"Oh," he breathes with a furrowed brow until her words sink in. "Wait, what?"

"His flight is scheduled to take off from Teterburo within the hour. He should be back in in the city by Monday evening at the latest."

Chuck's jaw clenches with barely restrained anger and wounded pride. "Did Bart happen to leave a message behind for me?"

The receptionist looks at him in confusion as she shake her head no.

"Of course he didn't," he grinds out to himself. He looks crestfallen at the ground and hates the fact that he feels so disappointed. He should have expected this.

As if his father would ever actually follow through on anything for him.

He can't stand to be in that building for a second longer and doesn't hesitate to turn and leave, pulling two, court-side tickets to the Knicks game from his pocket and throwing them in the trash on his way out.

"Change of plans," he informs his driver as he steps back towards the waiting vehicle, coming to a quick and impulsive decision. "It looks we will be headed to Brooklyn again tonight."

"Yes, sir," Arthur nods before closing the door shut tightly behind his boss.

–––

Blair taps her fingers anxiously against the bar top as she stares at the clock hanging on the wall.

6:45.

Only fifteen minutes left in her shift, thank god.

"Blair," the bartender calls to her, grabbing her attention. "Did you say two olives for the martini?"

She nods shortly, waiting impatiently as he puts the final touches on her order.

"Alright, you're all set," he smiles at her and places the last drink on her tray, sliding it to her.

Smiling back at him in a way that conveys nothing but displeasure, she quickly picks up the heavy tray and starts to head back to her last table of the day. As soon as these people pay and tip her (hopefully very generously after the way she politely feigned interest in one of their pointless stories) all she has to do is cash out and pretend to help clean up until seven o'clock rolls around.

Then she will _finally_ be free.

She lets out a breath of relief at the thought, relaxing just the tiniest bit as she looks forward to her plans for the evening; Chinese food and a black and white movie with Dan. Plus Chuck said he would call her later tonight…

Suddenly she's grinning like an idiot again as thoughts of Chuck fill her mind to the point where she's completely tuned out the bar around her.

Without warning, a drunken customer pushes his chair out right in front of her and Blair walks directly into him, sending both of them along with the full tray of drinks falling to the ground.

She yelps and lands on her butt, horrified as a barrage of different mixed drinks spill and crash down on her, drenching her in alcohol.

The lively crowd at in the small cocktail bar goes quiet, staring in on the scene in amusement.

Blair is anything but amused. "Ugh! Watch where you're going!"

The man stumbles to his feet, looking rather annoyed until he catches sight of her. "S-Sorry," he stutters. "Let's get you off the floor."

She scowls but reluctantly lets him help her to her feet, groaning as she feels the wet polyester dress clinging to her in the most uncomfortable and unflattering way.

"Sorry for the interruption, folks," the manager announces to the gawking bar patrons when he suddenly appears on the scene. "Nothing to see here."

It takes everything in Blair not to roll her eyes when he turns and glares at her in warning, but she wouldn't have been able to if she tried, so thrown off she is when the man she'd knocked over suddenly pushes forward into her personal space.

"Here, let me help you," he offers quickly, pressing a napkin against her chest in a way that is definitely not of innocent intentions.

Instinctively she shoves the man away, her eyes wide with horror and her stomach twisting in disgust. "Don't touch me!"

"Blair," her boss hisses and gives her a pointed look.

"But he-"

He cuts her off with another glare before turning back to the customer with a polite smile. "I'm sorry about that, sir. All of your drinks today are of course on us to make up for all the trouble this young lady has caused you."

Her jaw tightens and she hates that she can feel tears of frustration forming in her eyes.

"Can I see you for a moment, Miss Waldorf?"

She huffs and doesn't even spare her boss a glance as she heads to the back of the bar towards the kitchen, feeling completely torn because she knows she's about to be fired and she's almost happy about it, but she also knows she needs this job more than anything right now.

"What the hell was that?" her boss demands the second the doors close behind them.

"I tripped!"

"You tripped? No, what you did was spill an entire tables order on one of our costumers and then you proceeded to throw a fit about it."

"But it was his fault," she defends herself adamantly. "He pushed his chair practically into me and I-"

"I don't care whose fault it is. You don't treat a customer like that."

She sighs and looks away, her shoulders slumping. "So I guess I'm done here now, right?"

"For today," he tells her, lightening up just the slightest. "Go home and wash that alcohol stench off and we'll see you for your shift tomorrow, but I'll be keeping an eye on you."

She watches him go in silence, unsure how she should feel about having to come back and work here another day but at least she can get the hell out of here now.

Collecting her things as fast as possible, she only stops to switch her heels for the flats in her purse and to slip on her coat before going out into the cold winter weather. There are a few snowflakes falling and she breathes in the frigid air as she walks around to the street.

She catches sight of a familiar figure leaning against the brick building and furrows her brow. "Chuck?"

He jumps at the sound of her voice, his stomach fluttering at when his eyes find her, immediately comforted and relieved just at the sight of her. "Hey," he grins, flicking his cigarette to the ground and stomping it out. He steps closer to her, all thoughts of his absentee father practically obliterated as he looks into her wide, beautiful brown eyes.

"What are you doing here?" she asks as she looks uneasily between him and the trashy bar she works at.

"I wanted to see you," he admits with a sheepish shrug. "I thought I could take you out to dinner and then maybe we could go see that movie you were telling me about last night," he explains with a soft smile on his lips. But when she doesn't return it he studies her curiously. "I hope that's okay?" he adds in, unsure.

"No, no. It's fine," she hastily assures him even as she subconsciously hugs her coat tighter to her to hide her awful work uniform from him. "That sounds great," she finds herself agreeing, even though she feels so uncomfortable and embarrassed at him showing up here. It's so much easier for her to pretend their lives aren't so different when she can make sure he doesn't see her like this.

Trying to push her thoughts away, she looks up at him with a smile when suddenly she remembers something. "Oh, wait. I can't. I forgot I have plans with Dan tonight."

Chuck's eyes narrow in instant suspicion and confusion. "Dan?"

Blair plainly nods but then realizes he has no idea who she is talking about. "Oh, Dan is my best friend. Actually, he's practically my brother at this point. He's like family."

"I see," he mutters, unconvinced as he stares her down. "So why haven't I heard of him before?"

Her eyes narrow at him, thrown off by his tone, until the corner of her lip turns up. "Are you jealous?"

"No," he quickly answers much too vehemently. "Definitely not."

"Oh my god, you are!" she laughs, forgetting some of her insecurities. She steps closer and smirks at him, playfully fingering the buttons on his coat. "That's so cute."

"I'm not-" he starts to contest with a boyish smile but his face contorts when she gets very close. "Woah, um. Don't take this the wrong way Waldorf, but what the hell happened? You smell like you washed your hair with a bottle of vodka."

She instantly blushes, mortified. "Hazard of the job," she tries to brush it off as she takes a step back. "A customer made me spill a tray of drinks on myself. I'm sorry."

He shakes his head at her and moves forward, closing the distance between them again. "No need to be sorry. You still smell exquisite," he smiles, trying to put her at ease. He buries his nose into the soft skin of her neck and inhales. "Like you're my very own cocktail."

She smiles despite herself. "Oh yeah?"

He nods and his arms wrap around her waist. "Yeah. A _Waldorf Neat_."

Giggling, she relaxes into his hold.

"Or maybe a _Dirty Waldorf_."

She shakes her head and playfully shoves him. "I'm not dirty."

A mischievous smirk crosses his lips. "Oh but I have a sneaking suspicion that you just might be a little... dirty," he toys throatily, "in the very best way possible."

She flushes again but this time for different reasons as his fingers slip under her coat and splay across her back.

"So can I persuade you to blow off this friend of yours and come out with me? Or do I need to start scheduling my time with you in advance?"

Sighing she bites her lip, thinking it over before giving in with a soft smile. "Dan will understand."

He grins, feeling immensely victorious. Reluctantly he let's go of his hold on her body and takes her hand only her hand. He places a chaste kiss to her palm before beginning to safely lead her across the street to his waiting limo.

"I need to stop at my place to shower and change quick, if that's alright," she adds when they make it to the vehicle hand in hand.

"Not a problem," he assures her as he helps her slide inside.

Leaning forward he informs the driver of their destination, before looking over at Blair to see her resting back against the seat and closing her eyes. He slides right next to her, tracing her profile with his eyes in fascination. "Long day?"

"You have no idea," she complains, leaning her head against his shoulder. "I hate that place."

He frowns, unsure of how to respond because honestly he really doesn't have any idea what she's going through. He's never had to work a day in his whole life and he's definitely never bothered to continue suffering through anything he hated. "Then why stay there?"

She shrugs and burrows into his side. "I don't have a choice," she admits even though she knows he can't understand. Pulling Chuck's hand in her lap, she takes a deep breath and begins to fidget with his fingers as she slowly relaxes. "I was really looking forward to you calling me tonight... but I think this is better."

He smiles and kisses the top of her hair, his stomach fluttering once again as he realizes he's never been so intimate, despite not actually being _intimate_, with someone in his entire life. "Me too," he agrees, letting out a deep breath as he relaxes as well. "I also had a pretty crappy day today."

Blair looks up at him, her eyes wide with curious concern. "You want to talk about it?"

He slowly shakes his head, tightening his grip on her hand. "Just my father being who he is. Nothing new."

Frowning, she bites her lip and watches him with worried eyes before leaning up and kissing the corner of his mouth. It's slow and warm and when she pulls back she rests her head against his chest.

They ride in comfortable silence, simply being together, until the limo rolls to a stop in front of her building.

Disentangling herself from him, she swiftly slides over to the door. "I'll just be a few minutes."

"Wait," he calls after her before she gets out. "I'll come with you."

Her eyes widen and she finds herself urgently shaking her head. "No, Chuck. You don't have to do that. It won't take me that long."

"It's no big deal," he shrugs, giving her an easy smile. "I believe there's something in the Gentleman's code about this kind of thing."

"But there's not even an elevator-"

"Blair, I really don't mind-"

"Can you just listen to me and wait down here," she cuts him off louder than she intends, making the limo seem horribly silent afterwards.

Suddenly the easy atmosphere between them transforms into awkward and uncomfortable tension but she doesn't back down.

She needs him to stay away from Dorota's apartment.

She can't stand the idea of him knowing that she is living out of duffle bags and sleeping on someone's old couch. The thought alone is completely mortifying and it would break her heart if he realized just how far below him she really is.

Twisting her ruby ring on her finger, she timidly avoids his eyes. "Please."

Studying her closely through wide eyes, he can clearly see how upset she is about something, what exactly, he's not sure. He nods though and agrees just to appease her even though he feels lost at her outburst. "Yeah, sure. If that's what you want."

She nods and forces herself to smile tightly, muttering a quick thank you before slipping out of the limo is a rush.

It's less than fifteen minutes later that the door opens once again and Blair climbs back into the limo, clean, little black dress hidden under her pink pea coat with her damp hair swept up in a loose bun.

Chuck tries to smile at her, but it falls flat as an anxious silence still hangs between them.

Blair doesn't know what to say. She doesn't want to explain herself. She has too much pride to ever admit to being so thoroughly ashamed of her life.

So instead of talking, she leans forward and breaks the tension with a kiss.

As her lips press firmly against his and his tongue slides against her lips, it hits her with an awful certainty there can be no real future between them.

They may have been from the same world once but they are definitely living in completely different ones now, no matter how they might feel about each other and how right this kiss may seem.

Opening her mouth she allows him entrance into her mouth, moaning at the contact.

Well, at least they can have fun until it all crashes and burns.

Eventually they pull back and she is relieved to see Chuck's hazel eyes gazing at her in that tender, boyish way of his as the awkwardness between them slips into the forgotten.

"So where are we going for dinner?"

"I thought I'd take you to this Italian restaurant Lily and Bart just invested in," he explains easily as her intertwines his fingers with hers once again. "The chef is superb. I know you'll love it."

Blair clenches her jaw and manages to keep smiling. "Sounds great."

Different worlds indeed.

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><p><em>TBC….?<em>

_Comments and feedback are greatly appreciated! :)_

_Big big thanks again to Ninpinpin, floflow, KillerNewton, Moon, olimgossip, wrightangal, Maoella Nascimento, Bfan, Krazy4Spike, EmilyMont, 88Mary88, scarlett2u, sallysally, Joy, SailorPikaAngel, DrGG, and svenjen!_


	8. Chapter 8

__Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy.__

_AN: Hey! I want to say thank you to those who reviewed! Reviews have been on the decline so I am curious to know people's thoughts on the story and what you'd like to see. There a lot of things still to come out in this story and I assure you they are coming up very very soon! :) Anyways, here is a long chapter for you guys, and I hope that you enjoy it!_

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><p>8<p>

Chuck steps out of his limo into the wintry air, his eyes instantly training up on the window he has come to realize belongs to Blair's apartment just in time to see the light flick out. Smiling to himself, he leans back against the vehicle and digs his leather gloved hands into his pockets, patiently waiting for her to come downstairs as has become their ritual.

It's the fourth day in a row that he is seeing her and he honestly can't imagine going a day without seeing her at all at this point. The first night he'd taken her out to Bart and Lily's latest restaurant investment, the day after that they'd gone to see a sculpture exhibit at MoMA, and yesterday they'd gone to the library together so he could study for his economics final while she read _Madame Bovary _at his side, stealing kisses in a quiet corner every few pages. Now tonight he is hoping that after taking her to dinner at whichever restaurant she so pleases, he can persuade her to go with him to meet up with Nate and Serena at a low-key party on the Upper East Side.

The door to her building pushes open and he is instantly grinning at the sight of her. Tall black heels on her little feet, dark stockings leading up to her short red dress that he can just see the hem of peeking out from under her thick black coat, with dark tendrils framing her pale face. As she steps closer, however, he falters as he sees that her soft smile doesn't quite reach her eyes, which seem uncharacteristically dark and dull.

"Hey," she breathes quietly when she stops before him, leaning up and placing a gentle kiss against his lips.

"Hey," he answers as his hands find her waist and he studies her curiously. "You okay?"

She nods dismissively. "Yeah, I'm fine. I just haven't been feeling the best today, that's all," she explains with a tired smile. "I'm hoping some fresh air and something to eat will help."

"That sounds doable," he agrees easily. Turning back to the limo, he swiftly opens the door and holds it open for her.

Hesitating, Blair looks at the waiting vehicle thoughtfully before shaking her head. "Maybe we could walk? There's a really good cafe just six or seven blocks away."

He frowns. "Are you sure? It's freezing out and if you're not feeling well…"

"It'll be fine, Bass," she gently chides and grabs his hand, tugging on it. "Besides, I'm kind of overheated. The cold air actually feels nice."

He looks at her skeptically before giving in and slamming the door shut behind him. "I guess I did promise you some fresh air."

"Yes, you did." She smiles up at him as they begin down the street hand in hand.

They walk the couple blocks in relative silence, content just to be with each other once again. They don't realize however, as their pace becomes slower and slower, step by step, Chuck distracted by his growing nerves and Blair by her suddenly increasing discomfort.

"So, uh," he starts uneasily. "Did I ever tell you that Nathaniel and Serena are dating?"

She simply shakes her head as she subconsciously moves closer to him, wishing she could will this sick feeling in her gut to go away.

"Well, they are." He feels her start to lean against him and he let's go of her hand and instead wraps his arm around her shoulders. "And while normally that wouldn't be that interesting of a fact," he continues hesitantly, "I think it's important for you to know because after we saw him in the park the other day…"

"He told Serena he saw me," she finishes for him plainly, not in the mood to hear him try to dance around it.

"He did," Chuck confirms apologetically. "I know you didn't want her to know yet."

Wrapping her arm around his waist, she holds onto him as they continue down the street. "Oh," she breathes out, frowning. "Well I guess there was no way around her finding out. She had to eventually."

His brow furrows in question. "Did you want her to _never_ find out you were back?"

"No. I don't know- I just-" she sighs, her brain failing her as she continues to feel somehow worse and worse with every step they take. Her eyes catch sight of their destination and she immediately forgets about what they were talking about, her whole body looking forward to the prospect of sitting down and relaxing. "Look, here's the cafe I was talking about."

He follows behind as they step inside, holding the door open for her and letting her lead him into a world he's still getting used to.

They are quickly led to a table and Blair practically falls into the chair where they are seated. She picks up her menu and looks it over but looking at each item on it seems to make her stomach twist.

"So I was if wondering, maybe... if you wanted to go to a party with them tonight?" Chuck asks anxiously, afraid of how she might react.

Her eyes narrow in confusion as she looks up at him. "Huh?"

He looks at her strangely. "Nate and Serena," he reminds her, frowning. "There's this girl from high school who is throwing a party. It will be pretty small, definitely not a huge thing. I thought maybe we could go together and you could start to get to know them again a little bit. I mean, I know Serena would like to see you…"

She tries to pay attention as he talks but a waitress walks by with a nearby table's order and the smell of five different entrees hits her full on, making her whole body revolt. She quickly clenches her jaw and tries to somehow keep herself in check, knowing she could easily be sick all over herself right now if she doesn't. Wearily she looks up to meet his confused gaze. "Maybe this wasn't such a great idea."

Chuck can't help the scowl that forms on his face at her abrupt rudeness and the scoff of frustration that escapes his lips; he knew the second he rocked the boat just a little bit she was going pull back. "Look, there was nothing I could do to stop Nate from telling her. They live together and are practically engaged at this point. If it's really that big of a deal-"

"No, no," she cuts him off with a slow shake of her head. "I'm not mad, I'm just…" she trails off as a wave of nausea passes over her and she takes a deep breath, holding onto the table to steady herself. "I know this might not be the most attractive thing to admit on a date, but I feel really, really sick right now."

"Oh," he mutters dumbly, watching her for a moment before her words sink in and he immediately lightens. "Oh, I see," he repeats as he begins to watch her in concern. "We should get you back home then. I'll call for the limo, okay? Unless you want me to take you to to a doctor or something?"

"I think I just need to go home," she assures him and allows him to help her to her feet, leaning into him as he leads her back out of the restaurant they had practically just entered.

The second they step outside, she clings to him, burying her forehead against his neck and listening to his deep voice reverberate comfortingly in his chest as he talks quickly to his driver.

He hangs up and wraps his arms around her, hugging her tight as he kisses the top of her hair.

"I'm sorry," she mutters against the wool of his coat. "I've been sleeping most of the day and I thought I was starting to feel better, but I guess I haven't really been up and moving around to test that theory at all…"

"It's fine, Waldorf, don't worry about it," he assures her and rubs his hand soothingly across her back. "What's not fine, however, is that you don't feel good."

She burrows in closer to him, breathing in his scent. "I completely agree."

A moment later the limo pulls up to the curb next them and he doesn't hesitate to help move her to it, slowly easing her into the vehicle.

"Maybe we can try to go out again tomorrow?" she offers as she rests her head against his shoulder once they are settled in the backseat. "Hopefully I'll be feeling better by then."

He takes her hand in his. "Whatever you're feeling up to it," he assures her, feeling infinitely bad for her as he watches her close her eyes and grimace.

It's only a couple minutes before they are right back in front of her building not even a half an hour after leaving.

"Blair," he gently nudges her back to alertness. "We're here."

She looks at her building for a moment in confusion before realizing herself. Looking back at him, she pulls away and forces a soft smile. "I hope you understand why I don't kiss you goodbye but I'll call you tomorrow, okay?"

Immediately he shakes his head. "I'm coming up with you."

"Chuck…"

"Blair…" he mocks back at her with a small smile.

She does not return it. "I'll be fine. I can take care of myself."

"You are obviously really sick and you have six flights of stairs to climb up," he points out the obvious. "There's no way in hell I'm letting you go up on your own."

"I don't need you to-"

"Yes, you do," he cuts her off firmly.

She crosses her arms and clenches her jaw, somehow still stubborn even in her current state. "No, I don't."

Sighing to himself, he can't help but frown at her as he comes to a realization. "Is it just me, or do you not want me in your apartment?"

She begins to protest, her eyes widening almost imperceptibly but he doesn't miss it. "That's not-"

"Don't lie," he warns her shortly.

She huffs. "I'm not lying."

"Yes, you are," he argues vehemently. "You're eyes are doing that thing where they don't match your mouth."

Instantly Blair looks away and avoids his probing gaze.

"But what I don't understand is why?"

Chuck swears he can see her literally shrinking back before his eyes at his question. He watches as her gaze stays trained on her lap and her fingers fiddle with the ruby ring on her finger. He can just make out the sudden blush of her cheeks as her teeth start worrying her lip. Somehow it all makes so much sense to him in that moment that he doesn't understand why he didn't see it before.

"Waldorf," he begins is a soft and assuring tone, moving so close his breath brushes against her cheek. "I don't care about where you live. That kind of stuff doesn't matter."

Her teeth press harder into her lip but other than that she remains immobile as she takes in his words.

"Let me come upstairs and help you get settled. I just want to make sure you're okay."

Finally she looks back up at him, her eyes wide and full of unresolved emotion. Somehow though, she finds herself nodding, implicitly deciding to trust him with something she's still not sure she wants to but she's too tired to fight it.

Chuck decides not to hesitate another second before springing in to action, not wanting to give her another opening to try and argue with him. He quickly slides away from her and out of the door on his side of the car before rushing around the back end, reaching her door and opening it for her before Arthur even has a chance to.

Gingerly he helps her out of the car and practically holds her up as they begin to shuffle forward. They resume the position they had found when they were walking to the cafe earlier, Chuck's arm across Blair's shoulders while she wraps her's around his waist and leans against him for support. They take the stairs slowly and it's increasingly and abundantly clear that Blair is feeling beyond awful, practically cringing once they reach the fourth floor.

"Do you want me to carry you the rest of the way?" he offers in what he believes is a very gallant way.

Blair, however, finds this impossibly funny and somehow breathlessly laughs at him. "Don't take this the wrong way, Bass, but like you could lift me."

He feigns great insult at her appraisal of him. "I'm offended. I'll have you know I'm stronger than I look."

She rolls her eyes, trying to fend off her nausea as they turn up another flight of stairs. "Please, like you've ever worked out a day in your life."

"Well, you may be right about that," he concedes, "but you're so petite. It'd almost be pathetic if I couldn't lift you."

She snorts at him despite herself, relieved and a bit nervous as they finally reach her floor.

Untangling from each other once they stop in front of her door, she retrieves her keys from inside her purse and clicks open the lock. The door pushes open into darkness and Blair flicks on the light as she steps in. He follows behind her, slyly appraising the apartment as he looks around and he's surprised to see it's better than he expected after how afraid she had been for him to see it. He doesn't allow himself to look too close or too long at any one thing, however, too afraid that she'll think he is judging it all.

"You should probably go to bed right away and get some rest," he suggests as he steps further into the space. He spots a door leading in to another darkened room and he motions toward it. "Is this your bedroom? I could help you find some pajamas-"

"Actually that's Dorota's room," she begins, the blush once again creeping up her cheeks. "We're already in my room."

His brow furrows as he looks around until his eyes land on the couch in the corner with a couple folded blankets and a pillow stacked neatly on one side of it. "O-Oh, I see," he stutters just the slightest. Now he understands why she didn't want him to come up here.

Avoiding his gaze, Blair walks towards the couch and stops in front of the two duffle bags that are set against the side of it. Leaning over to open one, she flinches at the pain in her side and the sudden wave of nausea that hits her.

"So what time will Dorota be home then?" he asks, attempting to change the subject as quickly as possible.

"She won't. The parents of the kids she nannies for went out of town, so she's staying with them," Blair explains shortly as she pulls out a pair of sweatpants and a t-shirt from one of the bags. She slowly comes to a stand and then heads toward the bathroom. "I'm just going to go change quick."

He nods at her as she leaves but the second the door closes behind her he's frowning in concern. He doesn't like the idea of her being alone when she's obviously so sick. What if she needs something and there's no one there to help her? He himself always has staff that he can depend on to do anything he needs from them at any time, so he can't imagine the idea of being as miserable as Blair is and having to fend completely for himself.

No, he shakes his head to himself and slides off his winter coat, there's no way he's leaving her alone right now.

He folds his coat over one of the four chairs at the small kitchenette table and slides off his Italian leather shoes before shuffling over to the couch in his argyle socks and plopping down. He leans back and looks around the small space, wondering what Blair thinks about living in a place like this. After all, it wasn't all that long ago that her life was exactly like his and he's not quite sure he'd be all that okay with having to crash on some stranger's couch, since it's suddenly obvious to him that Dorota is not a family friend- the Waldorf's wouldn't have family friends in New York that lived like this or worked as a nanny. All their friends in New York would still be rich.

He's pulled from his thoughts when the bathroom door clicks open revealing a more relaxed, but still miserable, Blair standing in simple attire.

She frowns in confusion when she sees he's made himself so at home in the few minutes she was changing. "What are you doing?" she wonders as she begins to cross the room. "I thought you just wanted to make sure I made it up here in one piece, and look, I'm home and alive so..."

"That was the goal of escorting you upstairs, yes. But I planned on spending the evening with you and I don't see any reason why that can't still be happen," he explains, giving her a simple excuse to why he should stay instead of bringing her stubborn pride into the mix by admitting he wants to make sure she's okay.

"Chuck…" she whines, crossing her arms over her aching stomach and pouting at him.

"I promise, I will not impede on your ability to rest," he assures her. He spies the remote sitting on the coffee table and swiftly picks it up. "Come on, we'll just watch some TV."

Sighing, Blair doesn't have the energy to do anything but give in. She slowly shuffles her way over to the couch and plops down next to him. All she wants to do is lay down, so she does, curling up next to him and using his lap as a pillow.

The intimate gesture throws Chuck for a moment and he freezes as she settles against him, her cheek resting against his thigh and her hair splaying across his pants. He takes a deep breath and slowly relaxes back, careful not to move his leg at all so as not to disturb her as he turns on the TV and begins flipping channels. "What do you want to watch?"

"I don't know," she mutters tiredly as she watches the channels roll by. "Wait, wait. Go back."

He obliges and flips back a couple stations, stopping on a black and white scene. "Roman Holiday?"

"It's one of my favorites," she defends through a yawn. "I'm surprised you even know what it is."

He shrugs. "I have an appreciation for Hollywood's Golden Age."

"Something we have in common," she smiles as she snuggles into him.

The film is over halfway through when they find it so its not long before Audrey Hepburn and Gregory Peck are saying goodbye forever and the credits are rolling across the small television screen.

He looks down at Blair to comment on the movie but he finds her fast asleep. His stomach flutters at the sight of her peaceful form and he can't help the reverent smile that curls his lips. He sees her shoulders gently shake with a chill and he quickly steps into action, wanting to make her as comfortable as possible. Careful not to wake her, he gingerly lifts her head from his lap and slides out from under her before settling her back down on the couch. He quickly picks up one of the folded blankets nearby and lays it over her, tucking her in and smoothing it down across her body as best he can without disturbing her.

Once she is warm and resting peacefully again he steps over to the nearby armchair and falls back into it.

Lazily he flips through the channels on the TV, keeping the volume so soft he can barely hear it over her gentle breathing so as not to disturb her. There's nothing on though and his eyelids feel heavy as time slowly passes by. Eventually he gives up and tosses the remote aside, turning his eyes instead towards the sleeping girl a few feet away.

Her pouty, pale lips, with porcelain skin framed by soft brown curls…

Within minutes his eyes drift closed to sleep.

He's not sure how long he's asleep, however, until he's suddenly awake once again. His eyes snap open in confusion and it takes him a moment before he realizes where he is. He twists against the stiffness in his back from the hard chair as he looks around the unfamiliar apartment trying to figure out what woke him, when it suddenly happens again.

A strained whimper breaks into the quiet room and he looks over to see Blair shifting in her sleep, curling in on herself.

Instantly frowning in concern, he jumps to his feet and to her side without a moments hesitation.

"Blair," he whispers, gently nudging her. "Blair, wake up."

She groans and burrows into the couch, trying to ignore him.

"Waldorf," he tries again, a little bit louder this time. Brushing his fingers softly against her hair to rouse her, his brow furrows as he feels the heat practically radiating off her skin. He lays his palm across her forehead to gauge her temperature just as her eyes open to look at him.

"Chuck," she groans, her fatigue and pain immediately evident in her thick voice. "What are you…"

"You have a fever," he announces to her a little frantically. He never had any brothers or sisters and someone else always took care of him when he was sick. He doesn't know what he's supposed to do to help her.

She squints against the aching in her side. She's never felt so sick in her life. "I- I must have the flu," she concludes, gripping her stomach tight. She twists and tries to find a comfortable position when suddenly a sharp, intense pain shoots through her body, making her cry out.

"What wrong? What happened?" he demands, wide-eyed.

She whimpers and squeezes her eyes shut. "It hurts."

"Okay, okay. Um," he mutters, his mind running a mile a minute. "I don't know. Do you want… I mean, should we go to a doctor?"

"I don't know," she breathes slowly. "It _really_ hurts though…"

"Then let's go," Chuck immediately concludes. There is no way he is going to sit there and watch her suffer. "I'll call Arthur and we'll go to the hospital, okay?"

Blair simply nods, watching him as he quickly pulls out his cell phone and walks across the room to collect her coat and purse for her. Knowing she needs to be able to get up and walk to be able to make it down to the limo, she pushes through the pain and sits up but the pain in her side is so fierce that a sudden sob escapes her lips.

Instantly, Chuck is at her side, hanging up his phone with one hand and holding her black coat in the other.

"The limo is waiting downstairs," he assure her. Softly, he brushes a stray tear from her cheek before leaning in and kissing her forehead, hating to see her hurting. He helps her to carefully slide her arms into her coat before buttoning the front for her. "You think you are okay to walk?"

"I guess we'll find out," she mutters, taking a deep breath. Chuck quickly stands in front of her and takes her hands to help her up. Slowly she allows him pull her to her feet but the pain in her side deepens and she's nearly shaking once she is finally standing. Stubbornly she doesn't admit how awful it feels and forces herself to take a step forward. Instantly she is hissing in agony.

"Okay, no," Chuck states firmly, shaking his head. There's no way she can walk down all those stairs and theres definitely no way in hell he is going to let her try to even walk another step at this point. "Put your arms my neck," he gently orders as he places one arm around her shoulders.

There's no way she could argue with him right now so she quickly complies and wraps her arms around his strong neck. Before she knows whats happening, Chuck suddenly hooks his other arm behind her knees and sweeps her up into his arms.

She's so light in his grasp and he wishes that she wasn't in so much pain that he could joke with her that she was wrong about him being able to carry her. "Ready?"

Resting her head against his shoulder, she nods and closes her eyes tight.

He leans down and kisses her forehead making a silent wish in his head that this isn't something serious, suddenly realizing he doesn't know what he would do if something happened to her. Blair Waldorf has become such an integral part of his life in such a short amount of time and he'll do everything he can to make sure she is okay.

–––

Groaning, Blair squeezes her eyes shut tight and leans back into the pillows, reveling in the feeling of sleeping in an actual bed for the first time in weeks. But that's can't be right, why isn't she on Dorota's couch?

She scowls and opens her eyes, blinking as she looks up at a plain white ceiling she doesn't recognize.

"Blair?"

Turning to her side, she smiles groggily at the sight of Chuck sitting next to her. Her smile quickly fades, however, as she takes in the tired and strained look in his hazel eyes, paired with his messy hair and an uncharacteristic loosened tie.

"What is…" she begins but trails off as she feels a tightness in her side and it abruptly brings back the memory of her agony from the night before, everything coming back to her in an instant. "What happened?"

"Emergency appendectomy," he informs her evenly, looking down at his hands. "If we had gotten here any later, the doctor said your appendix would have probably burst."

"Oh," she mutters dumbly, unsure of what to think. "I don't really remember…"

Chuck shakes his head at her. "You were in so much pain once we made it to the limo, you kind of passed out on the way to the hospital."

She swallows, immensely taken aback by that. Last night she had been so convinced she just had the flu or a bad case of food poisoning, she would have never gone to the hospital if it weren't for Chuck's insistance. Who knows what would have happened if he hadn't been there.

Looking over at him, she can tell he feels uncomfortable but from the look in his eyes she knows he is more scared than anything.

And he is scared. Chuck had never been so afraid for someone else in his life as was last night when he carried her limp body into the emergency room. Even now, he's still so fearful of her being hurt that he hasn't been able to touch her once since he was allowed into her room after the surgery.

Blair bites her lip and studies him hesitantly. "Did you… Did you stay here all night?"

He can't help the soft blush in his cheeks at the awe in her voice as he shrugs. "Of course."

Warmth spreads throughout her at his words. She can't believe he did that for her; that he would be there for her like that. She remembers how he had been so concerned and soft with her last night at Dorota's but what he did was so much more than that. He took care of her so unbelievably well and stayed with her for what must have been the whole night since she can see the sun shining brightly through the plastic blinds.

It is honestly the sweetest, most caring thing anyone has done for her in years, maybe ever. Especially someone she doesn't even know what to refer to their relationship as. But this changes things. Now she can see so unbelievably clearly that he really and truly cares about her. This thing between them suddenly feels so much more genuine and serious that she can feel her insecurities and reservations regarding their relationship start to melt away. Maybe if they truly care about each other, maybe it really doesn't matter if they are from different worlds. Maybe they can have their own world.

Slowly, she picks up her arm, still heavy with anesthesia from surgery, and reaches out her small hand to him, suddenly needing him to be close.

Immediately Chuck feels the butterflies fluttering out of control in the pit of his stomach at the small gesture. Hesitantly, he scoots his chair right up to the side of her bed before carefully grasps her hand in his, taking his first real easy breath when her fingers curl around his.

She squeezes his hand tight. "Thank you."

He doesn't know what to say, feeling so overwhelmed by the emotion in her big brown eyes, so he simply pulls her hand to his lips and kisses the back of her hand in response. When he pulls back, he leans forward and rests against the side of her bed, studying her carefully. "How are you feeling?"

"I'm okay," she assures him quietly. "A million times better than last night."

He smiles at her. "Well, I should hope so."

She smiles back at him before turning serious. "What all did the doctor tell you?"

"He said everything with your surgery went great. You'll be out of here in a few hours I think."

"Really?"

Chuck nods. "Yeah, I guess it's pretty routine thing. He said you will have to stay in bed for a few days and you'll probably be pretty slow for a week or two, but you should be perfectly healthy in no time."

She bites her lip because a part of her is instantly panicking about what her boss is going to say to her missing work, but she decides to push those thoughts aside for now. There's nothing she can do about it and that's not what is important right now. "That's good, I guess."

Again, he nods at her before changing the subject. "So I called Dorota last night and told her what was happening."

"You did?" she mutters in amazement, touched once again at how thoughtful he is being. "What did she say?"

"Well, she completely freaked out. I felt kind of bad about giving her such a scare," he admits. "She couldn't leave the kids alone, but she said she would be home tonight to take of you. And she also said that you should take her bed until you are feeling better."

Blair quickly shakes her head at that. "I don't need to take her bed. I'll be fine on the couch, I sleep there all the time."

"And she knew that you would say that, which is why she put me in charge of making sure you get your butt in that bed when I take you home. Apparently I will be held personally responsible if you don't follow orders," he informs hers with a fake pout on his lips. "And you wouldn't get me in trouble with Dorota, now, would you? I mean, she mentioned something about the KGB to me."

Blair begins to laugh but holds back at the feeling of tightness where she guesses her scar is. "I guess you can be spared this time."

"Why thank you for your leniency," he laughs, shaking his head at her. "Oh, and I was going to call your father…"

Immediately Blair's eyes widen, her heart suddenly pounding in her chest.

"…but his number wasn't in your phone."

"Oh," she breathes, swallowing back her nerves as she tries to come up with an excuse. "That's- that's because I have his number memorized."

He nods, easily accepting her words. "Oh, well do you want me to call him? Because I can if-"

"No," she quickly interrupts him, before taking a breath and staring again. "No, you don't need to call him. No need to worry him about me being in the hospital when I'll be out soon anyways. I'll just call him myself later after I get home."

"That sounds like a good idea," he agrees, smiling softly. "I know what it's like to worry about you, Waldorf, and it's probably best to spare him that awfulness as much as you can."

She tries to smile at him, but it just doesn't work. He's so sweet and she suddenly feels like the worst person in the world. He's obviously proved himself to be trustworthy through this whole thing and, if she's honest with herself, all the way back to their first date. He doesn't deserve her lies, but she just can't bring herself to tell him the truth. Especially when it's a truth she still struggles to face to this day.

He furrows his brow at her abrupt silence. "You okay?"

"Yeah, yeah. I'm fine. Just tired."

"That's understandable," he agrees, his features softening once again. "You should sleep. The doctor will send you home soon enough with a prescription for some very nice painkillers."

She nods and looks over at him through wide brown eyes. "Don't leave."

He shakes his head at her and reaches out to brush her hair from her face. "Never."

His heartbeat races anxiously as he watches her drift off. _Never_ implies _forever_ and even with the limited knowledge of relationships he has, he knows he shouldn't be saying or feeling things like that so soon. But he does feel it. He feels it so wholly that it came out completely automatically. He didn't even have to think about saying it.

He watches Blair peacefully sleep on the hospital bed before him, feeling such incredible affection and attachment to this girl that is frightening.

Frightening but also kind of thrilling.

Smiling to himself, he leans down and brushes a kiss against her forehead before settling back in his chair with her hand still grasped tightly in his own, content to simply watch her sleep as the time slowly ticks by.

* * *

><p><em>TBC….?<em>

_Feedback is always greatly appreciated! :)_

_The next chapter things will start to pick up with a lot more characters than just Chuck and Blair, I promise!_

_Special thanks to those that reviewed including 88Mary88, DrGG, svenjen, Sofia N, Krazy4Spike, SaNaa91, jojo4ever, G, sallysally, Darbinatalie, Agent Twinkle Toes, KillerNewton, and Sasha545! Thank you guys!_


	9. Chapter 9

__Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy.__

_AN: Thank you so so so so so much for the review on the last chapter! I appreciate it more than I can say! This chapter is unbelievably long and I don't if that's good or bad lol but this is the beginning of some more action-ish chapters (if that makes sense lol) so I hope that people enjoy it! :) let me know what you think..._

* * *

><p>9<p>

Blair licks her lips as a hot plate of food is slid onto the table in front of her, her stomach growling in appreciation of the delicious smell. "Seriously, you have no idea how badly I have been craving some Humphrey waffles the last few days," she admits, grinning as she picks up her fork to dig into the syrupy goodness.

Dan shakes his head as he sits down next to her at the small kitchen table with a plate of his own. "Well, if you would have told me sooner about everything then you could have been enjoying as many Humphrey waffles as you could stomach while you were stuck in bed."

"Are you ever going to let that go?" she groans with an eye roll. "I've already explained this three times and you've barely been here a half an hour yet. I knew you were having writer's block with your piece for that play writing class of yours and I didn't want to distract you when I was perfectly fine. And I mean, I called you and told you about it as soon as I knew you were out of that class and finished with your semester so I actually think I was being a very conscientious friend."

"I don't care about that class, Blair," he immediately retorts in complete frustration, "I care that you were in the hospital. What if there had been complications and something happened or-"

"Humphrey," she cuts him off abruptly, reaching out and touching his shoulder. "I'm fine. Nothing out of the ordinary happened. Just a simple, routine surgery."

"But…"

"But nothing," she finishes, her voice firm. "I would have felt so much worse if I had known that I was taking you away from your school work, so honestly you did me a favor by being locked away working on it. I mean, it did turn out well, didn't it?"

"That's not the point-" he beings, but off her pointed look, he sighs and starts again. "Well, it… It might be one of the best thing I've ever written."

Immediately a huge grin spreads across her face. "Really?"

A small smile curls his lips. "My professor didn't get a chance to read it completely yet but he skimmed through it. He said if it was as good as it looked that he'd write me a recommendation for Tisch."

"Oh my god, Dan, that's great!" she exclaims, her grin widening at that. She knows it's his dream to be a writer and this is just one more step closer. "When do I get to read it?"

He shrugs. "Whenever you want. I actually had printed out another copy and brought it with me. I was going to bring it over for you to read last night before I turned it in but then I remembered you usually work Thursdays so I just crashed for a while."

"I'm flattered but I'm sure there is nothing I could have added to it," she points out as she takes another bite, smiling to herself. "Don't forget to give me it before you go. I am completely bored out of my mind and I already finished all of my library books."

"Oh, do you want me to go out and get you some more?" he offers easily. "My play is only 4 acts, it won't take you that long to read."

"I don't know. I don't know if I really want to read more than seven books in one week," she shrugs, smiling humorlessly.

"Seven books?" he asks with a raised brow. "How much longer did the doctor say you have to rest?"

"Technically, I don't have to anymore. I only had to for four days," she admits. "But when I was being discharged Chuck insisted that the doctor write a note for me to be off work for two weeks. He convinced the doctor that carrying around a tray of drinks could 'put stress on my incision' which is ridiculous.'"

"That actually sounds like it could be true," Dan tells her cautiously. "Aren't those trays kind of heavy?"

She shrugs. "Not that bad," she states stubbornly. "I thought it was kind of sweet at the time that he was being so concerned so I didn't say anything, but I kind of wish I had now. I'm completely bored and I'm freaking out about how much the bill is going to be. I feel like I'm wasting time not working when I really need the money."

"They didn't give the bill to you at the hospital?"

Blair shakes her head. "I guess they are supposed to send it out in the mail within a couple weeks. One of the nurses said they have payment plans and can work a little with people, which is good because I definitely don't have insurance."

Dan frowns at her. "You know, you should talk to my dad. He would love to help you out and things are going really well at the gallery right now."

"Maybe," she answers noncommittally. She knows she would never take money from Rufus but she doesn't want to argue about that right now.

"Well, if you're not confined to bed anymore, why don't you come to the library with me? It would probably be good for you to get some fresh air."

"Really?" Immediately Blair is smiling at the prospect of getting out of the apartment. "That sounds great! Just let me get changed."

He laughs as he watches her jump to her feet and rush to grab an outfit from her duffle bag in excitement. "Don't worry. I'll get the dishes," he mutters sarcastically.

"Thank you," she calls back at him with smirk as she heads into the bathroom to get changed.

He shakes his head as he stands and picks up their plates from the table. He makes his way over to the sink and set them down but just as he is about to reach to turn the water on, he hears a knock at the door.

His brow furrows as he looks curiously toward the closed bathroom door, realizing Blair obviously didn't hear it, before deciding to just get the door himself.

Chuck stands in the hallway with a small bouquet of three perfect, pink peonies in his hand and a smile on his face, but when the door swings opens and reveals not Blair, but a boy about his height that looks entirely too comfortable in this apartment, he is immediately scowling.

"Let me guess, you're Chuck?"

His jaw tightens and he manages a small nod.

"Dan," the other brunette offers, holding out his hand. "Nice to finally meet you, man."

Chuck relaxes a bit but still looks confused as he awkwardly shakes the guys hand, until he suddenly remembers Blair had mentioned that name before. "Oh, oh… Dan," Chuck repeats as it starts to click. "Blair's best friend."

"The one and only," he jokes with a small smile before stepping back. "Do you want to come in? Blair is just in the bathroom changing."

"Oh, sure," he agrees shortly, stepping past the other brunette into the apartment. He watches Dan walk towards the sink and begin to do the dishes while he continues to stand a few steps inside, unsure of what to do with himself. He notices the pile of waffles on the table and furrows his brow. "You guys just have breakfast or lunch?"

"Both, I guess," Dan explains with a smile as he suds up a plate. "Waffles work for any meal. Comfort food."

Chuck simply nods as he walks over and leans against the counter, waiting for Blair.

After a couple minutes, Dan finishes with the dishes and sets them aside to dry before wiping off his hands. He turns to Chuck and studies him for a moment before breaking the heavy silence. "You know, she told me how you've been taking care of her these last few days."

Again, he just nods, unsure how to respond. The look in the guy's eye is very scrutinizing and it unnerves him to be studied like that, which in itself is weird. Usually a guy like this who obviously is no where near as well off as himself wouldn't intimidate him for a second. But Blair said Dan is her best friend and deep down Chuck wants someone so important in her life to approve of him.

"I guess I just wanted to say thank you."

Chuck almost blushes at the comment. "You don't have to…"

"But," Dan quickly continues, looking the other boy straight in the eye to make sure he knows how serious this is. "I will kick your ass if you hurt her and trust me, I have had plenty of practice punching rich kids over the years. They used to mess with my little sister all the time in high school, and I consider Blair to be like another sister to me."

He nods in earnest, taking the boy's threat to heart and turning serious himself at the notion. "I can assure you I have no intention of hurting Blair."

"Good," Dan states shorty, giving him one more pointed look before lightening up once he is sure they've reached an understanding. "Do you want any waffles? I think I went a little overboard with the whole comfort food thing."

Chuck gives him a small smile and shakes his head. "No thanks, I actually can't stay very…"

"Chuck?"

He turns towards the small voice and is instantly grinning at the sight of Blair standing up and looking so healthy again.

She furrows her brow at him. "What are you doing here? I thought you had your last final this afternoon?"

"I do," he answers as he walks across the room to stand in front of her, holding out the small bouquet in his hand. "But I wanted to stop by and check on you first."

Blair is completely touched by his sweetness as she takes the flowers and breathes in their scent. "You didn't have to do that."

He shrugs, a boyish smile on his lips. "It was on the way," he brushes her off, even though they both know that is definitely not true, before he nervously continues. "But I also wanted to talk to you about something."

She frowns. "What's going on?"

"Nothing's wrong," he quickly assures her off the worried look in her eye. "I was just wondering, if you were feeling up to it, if you would like to accompany me to a Bass family dinner tonight? But only if you feel up to it."

Her mouth falls open. "Are you serious?" she breathes, somehow feeling touched and nervous at the same time. "Isn't that something girlfriends usually do?"

Slowly he nods, feeling suddenly ridiculously anxious. "So what do you say?"

Blair is shocked at that, but definitely in a pleasant way. Is he really calling her his girlfriend? She looks up at him and she sees that soft look in his eye that she loves so much and she knows thatis what he means. Chuck is calling her his girlfriend. She is _Chuck Bass's_ girlfriend. The thought makes her feel all gooey inside. "Of course I'll come with you."

Instantly he is grinning from ear to ear. "I'll pick you up at 6."

"Great."

"Good meeting you, Dan," he calls with a short wave as he walks past the other brunette boy.

"You too," Dan calls from his place in the kitchen where he is trying to act like he isn't eavesdropping.

Chuck opens the door and steps out into the hallway, turning back to place a soft kiss on her lips and give her one last smile before heading off to his class.

Blair watches him go until he disappears down the staircase, a huge grin on her face as she steps back into the apartment and closes the door behind her.

"So you guys are finally officially a couple now, huh?" Dan asks from across the room with a knowing smile on his face.

She slowly nods, leaning back against the door and breathing out in content. "I guess so."

–––

It didn't take long for the complete elation Blair had felt when Chuck left her apartment earlier that afternoon to come crashing down.

The more she had thought about it, the more she realized what attending a Bass family dinner truly meant. Serena would surely be there because she was Chuck's step sister, and since Serena was dating Nate he would most likely be there as well. Then there was Bart and Lily, and while Blair didn't remember too much about Chuck's father, she knew Serena's mother was completely into the UES gossip and would probably know everything there was to know about what had gone down with her family around the time she moved to France.

On top of all that, she also realized that while she had nothing she deemed appropriate enough to wear she also had no money to pay for anything that would be acceptable. Therefore she'd been forced to wear the nicest thing she owned, a short, bright blue cocktail dress (the one she had worn on her first date with Chuck) but it was also the completely wrong color for the season. Paired with that she had no choice but to wear her slightly beaten up, vintage black pumps. Anyone with an eye for fashion will realize how truly poor she is in an instant.

Plus, what is she supposed to say about her life? The Basses will never approve of their son dating a _cocktail waitress_.

"Hey," Chuck speaks up beside her as he slides his hand around hers. "It'll be fine. I promise."

She tries to smile back but it falls flat as she turns to nervously assess her outfit for the millionth time in the reflection of the metal elevator doors. All she can seem to see are the flaws.

Soon the elevator dings and opens onto the penthouse floor. Chuck steps out first, gently pulling her behind him as he holds her jittery hand tight.

"Mr. Bass," a staff member greets him with a polite nod. "Could I take you and your guest's coats for you?"

"Thank you, Gregor," he smiles at the employee as begins to remove his own coat before helping Blair with hers. "And could you have Matthew set another seat at the table. Ms. Waldorf will be joining us for dinner tonight."

"Right away, sir."

"Set another seat at the table?" she hisses at him once the man heads off towards the kitchen. "Please tell me that even though the staff doesn't seem to know I was coming that you at least bothered to tell your family?"

A mischievous smirk crosses his lips as he leans down and kisses her cheek. "Maybe, maybe not."

"Bass! That's not funny! I can't believe-"

"Relax, Waldorf," he interrupts her with an easy smile. "This will go a lot better if you are a surprise, trust me."

"But-"

"Chuck," another voice suddenly calls out from the adjacent living room. "Is that you?"

His smirk widens and he pulls on her hand to make sure she comes with him. "Come on. Time to make your debut."

She gives him a humorless smile, so nervous she swears she must be shaking and has no choice but to follow closely behind him.

They step into view of the elaborately, yet tastefully decorated living room and see Nate and another young man sitting on the white couches with glasses of amber liquor in their hands.

"Evening, gentlemen," Chuck drawls at them with a smirk

At the sight of his best friend, Nate immediately opens his mouth to complain about having to sit around and wait but stops himself when he sees the petite brunette following close behind him. Instantly, he is smiling knowingly at the two joined hand in hand. "Hey Chuck. Blair."

"Hi Nate." She nods and waves nervously at him before looking over at the other boy who she vaguely recognizes as Serena's little brother.

"Blair, I want to introduce you to my dear little brother Erik, whom I'm sure you remember," Chuck tells her as he motions towards the younger boy with dark hair. "But I'm doubting he remembers you."

Erik looks between the two of them in confusion as he stands and politely offers her his hand in greeting. "Should I?"

She shakes his hand and give him a friendly smile. "Probably not. I was friends with your sister when we were little but you were much too little to remember me that well."

"Oh well, then its nice to see you again," he offers politely before looking over at his older brother curiously. "And as Chuck's special guest, too."

"_Very_ special guest," the elder amends with a smirk before looking around the room curiously. "So where is everyone?"

"Serena went to see if she left a pair of shoes in the second closet she still keeps in her old room," Nate informs them, rolling his eyes at his girlfriends fashion addiction.

"Mom went out of town last minute to visit CeCe and hopefully persuade her to come to the city for Christmas and Dad insisted that we couldn't break tradition and cancel the monthly family dinner due to her absence," Erik explains as he swirls his glass of scotch. "But since you are so late he decided to go check on a few things up in his office."

Now its Chuck's turn to roll his eyes, knowing he is going to hear it later for wasting his father's precious time. "Well I'm sorry for holding up the whole production of family time but I had a very important package to pick up in Brooklyn," he explains to the two young men before him before looking over Blair, who is suddenly blushing.

It takes everything in the boys power not to burst into laughter at the lovesick look on Chuck's face. Neither of them had ever seen him with a girl before and it was definitely a strange sight to behold.

"Brooklyn?" A feminine voice suddenly breaks into the conversation accompanied by the clicking of high heels.

Blair looks over nervously, her heart pounding in her chest because she _knows_ that voice.

"What the hell were you doing in Brook-" The second their eyes meet, the blonde freezes and stares wide-eyed at the brunette girl before her.

"Serena," Blair breathes shakily, completely unsure of how to respond to the sight of her first real best friend. They had been so close at one time but that was so long ago. She can feel the blonde eyeing her up and down and she knows her former friend must think she is lower than low in her cheap clothing and worn shoes when her own clothes simply exude the utmost of opulence.

Subconsciously she steps closer to Chuck, using him like her own personal security blanket in this unfamiliar territory.

Serena on the other hand is just as lost on what to do as the other girl. She longs to feel that instant connection she's missed for so long with the girl in front of her. Ever since she found out Blair was back in town she'd been nearly consumed with the need to see her former best friend. Blair was the only real girl friend she ever had and over the years she'd missed having a female counterpart more than she could ever explain. She thought that once she saw her again, the brunette would fit right into that space that has been empty for so long and her life would suddenly feel complete; the perfect boyfriend, the perfect college, the perfect apartment, the perfect wardrobe, and then the perfect best friend back at her side.

But that's not what happens as Serena looks at her old friend. Now, as she finally looks at her for the first time in years all she can remember is their teacher announcing that Blair would never be at school again and her mother confirming it to her plainly as if she should have already known that her best friend had moved to France. But she didn't; Blair hadn't even bothered to say goodbye to her. She suddenly remembers all the times she had called the Waldorf chateau to talk to her best friend only to be given the run around. She can remember all the letters she wrote to her best friend, telling her how much she missed her and how awful her life had become after her father left for good and how much she hated her new step-dad. She had needed her best friend then, but she never got a reply. Not one.

Serena's features abruptly harden and she nods stiffly at her former friend. "Blair."

The brunette nearly flinches at the blondes icy tone and looks to her boyfriend for help, but he is just as confused as she is. Chuck was sure Serena had been really looking forward to seeing Blair once again. Hell, she'd practically begged him to bring her around so they could hang out again. Her sudden coldness makes no sense to him whatsoever.

Serena slinks past the brunette couple to join her boyfriend on the couch, plopping down next to him and stealing a drink from his glass as if nothing of importance had just taken place.

"Um, I-" Blair stutters, wanting to say something to break this sudden tension she knows her presence is creating but finds there is nothing to say. She doesn't belong here. Obviously her former best friend doesn't think so either.

Sensing his girlfriend's discomfort, Chuck turns on his step-sister with a deep scowl on his face. "Serena, what the-"

"Charles," Bart's voice booms across the room and all eyes turn to see him sauntering down the staircase. "How nice of you to finally join us."

Chuck flashes the blonde one last quick glare before straightening and facing his father with a polite nod. "Father, I want to apologize for my tardiness..."

Bart ignores his son's apologetic tone as he reaches the bottom of the stairs and walks over in front of the boy and a vaguely familiar brunette. "And I see you've brought a guest as well."

"This is Blair Waldorf," Chuck introduces her with a proud puff of his chest. "My girlfriend."

Icy blue eyes turn and look over the girl at his son son's side, slowly appraising her from head to toe.

"It's a pleasure to meet you, Mr. Bass," Blair greets him, doing her best to keep on the old society smile she remembers so well from her childhood firmly in place even as he scrutinizes her so overtly. Politely she offers him her hand, forcing herself to remain steady despite her nerves.

He nods as he takes her hand and shakes it firmly, giving her one last glance over before turning away from her without a word and facing the rest of the room. "Shall we head into the dining room?"

Blair's face falls, an uneasy feeling filling her at Bart's reaction, or rather lack of reaction, to her.

This was a horrible idea. She should have never, ever agreed to come here tonight.

Chuck takes her hand and gently tugs on it. "Come on. I happen to know the chef is making one of your favorites," he whispers in her ear, still somehow upbeat. "Lamb with mint sauce."

She forces herself to smile for him as she follows along into the dinning room. "Great."

–––

"…the jet leaves the day after Christmas and then it is 3 weeks in Ibiza," Serena explains, sharing a beaming grin with her boyfriend. "I am so excited to finally get out of the city for a while. I have been so stressed out."

Blair tries not to roll her eyes as she stares down at her plate and picks at her barely touched meal.

"What about you, Miss Waldorf?"

She nearly jumps at the low voice addressing her for the first time the whole meal. Throughout the evening she had pretty much been a silent audience to the family conversation as Eric talked about some drama that was happing with planning his senior class trip to Vail, then Nate talked about an internship in the Mayor's office he just found out he had gotten for the spring, followed by Serena going on and on about how awful her finals were and Blair had nodded along politely through it all.

Now she looks up to see those chilling blue eyes narrowed on her once again.

"Do you think this semester went well for you?" he asks pointedly, "And pardon me, but I don't think I caught what school you were attending."

Blair's mouth falls open, unprepared for the sudden question. "A-Actually, I'm not attending college at the moment."

"Really?" Bart questions her evenly. "And why, may I ask, is that?"

She bites her lip and tries to think of something to say other than the truth when she feels Chuck's hand gently clasp her thigh under the table and his silent support gives her just the boost she needs. "Well, I'm still trying to figure out what I want to do at this point," she glosses over with a harmless white lie.

"I see," the older Bass remarks under his breath and Blair swears his eyes darken as he continues to stare her down. "Miss Waldorf, I know you think I probably don't remember you but I do. You used to come over and play with Charles when the two of you were just children. Actually, I was rather close friends with your father at the time. How is he doing these days?"

Swallowing nervously, she begins to subconsciously fidget with the ruby ring on her finger. "He's… doing as well as he possibly can be."

"I do hope that the two of you have not been back in the city for very long," Bart continues to pry in his monotonous voice. "I would be rather offended if he hasn't gotten in touch with me after being back for some time."

"No. N-no need to be offended," she breathes, her heart pounding at the look Chuck's father is giving her as she can feel the lie on the tip of her tongue. She feels like she's being interrogated all of the sudden, her answers to be scrutinized through and through. "He didn't move back to the city with me."

"And why is that?" he continues to push.

"He just," she starts before taking a deep breath and plastering a fake smile on her face. "He just couldn't bear to leave France, he loves it there so much."

Bart's lips purse together as he studies her and Blair feels as if he can see right through her.

Finally he looks away from her and down at his plate and she lets out a heavy breath she hadn't realized she had been holding.

Chuck's brow furrows as he watches her shoulders slump and he is instantly nudging her side in concern. "You okay?" he mouths to her when her big brown eyes train on him.

Quickly she nods, trying to brush off his concerns as she reaches out and grabs her wine glass before downing half of it within seconds.

"And what about your mother?" Bart suddenly asks once he has swallowed a few bites of meat.

Immediately Chuck sees her visibly tense up all over again and he hates that his father is making her so obviously uncomfortable. "Father, I didn't bring Blair to dinner so you could play 20 questions with her," he cuts in sarcastically but pairs it with a sharp glare.

Blair flashes him a quick look and takes his hand under the table, squeezing it in appreciation.

Bart's eyes slide slowly from one brunette to the other and for the first time in Chuck's life he swears his father's gaze softens when it lands on him.

"I am just trying to get to know her, Charles. Isn't that why you brought her here?"

"Well, yes," Chuck starts to answer before backtracking as a nervous excitement fills him. "But I also wanted her here because I have a bit of an announcement to make. I've finally decided what I want to study at Columbia."

All eyes at the table turn to look at him curiously, waiting expectantly for him to continue.

"I am going to pursue a double major in Business Management and Architecture," he explains with sheepish pride in himself. "That way once I've graduated not only can I own and manage different properties, but I can have a hand in their overall design as well."

An impressed smile curls Blair's lip and she squeezes his hand. "That's perfect, Chuck."

His grin widens as he looks down at her, feeling prouder just seeing how confident she seems in him. Congratulations and affirmations of how great of an idea it is ring out around the table, but one voice is missing from the bunch. Soon the table falls into a tenative silence as they all await word of what the patriarch of the family thinks of his son's latest idea.

Bart takes a long sip from his tumbler of whiskey before turning hard eyes on the young man. "A double major? Do you really think you are up for that kind of work?"

His father's scrutiny hurts but he doesn't let it bring him down. "I can, Father. I assure you I can do this," he confidently argues, feeling more sure of himself than he has probably in his entire life. "I had my last final today and it went really well so I should be getting a 3.7 this semester. I can be a good student."

"A 3.7?" his father questions with an upturned lip. "You received 4.0 grade point averages both semesters last year."

Chuck sighs to himself. "You know that wasn't me, though," he explains quietly, hinting at the unspoken common knowledge in the family that he has always paid others to do his homework for him and bought answers to all of his tests.

"Exactly my point, Charles," Bart drawls, narrowing his eyes on him. "You think a month or two of actually trying in school is enough to show you can undertake something that involves so much work? Because it doesn't. And think of what would happen if you fall back and need to cheat once again and you get caught? Think of the disgrace that would bring against Bass Industries and this family, not to mention the fact that no college anywhere would take you after a scandal like that."

Chuck's jaw tightens and he closes his fist at his side.

"Just stick to the Business degree," he commands his son with a disinterested flip of the hand. "I already told you there is a position waiting for you at BI as soon as you finish and then I will have you set up for life. Don't make things so hard on yourself."

He can feel his blood boiling with rage and he can't stand to be in that room a second longer. Pushing back his chair, he pulls the napkin out of his lap and throws it down on his plate. "If you'll excuse me."

Blair feels absolutely awful for her boyfriend in that moment and she can't help but follow after him, muttering a quick apology to the table before following him as he stomps down the hall. "Chuck…"

He spins around on his heel, his eyes squinted in complete annoyance. "He always does that. He always thinks I can't do anything; that all I will ever be is a freeloader, hanging on to his coattails for the rest of my life. He never even gives me a chance."

She steps closer to him, placing a comforting hand on his arm. "Don't listen to him. He's wrong about you."

He sighs and rubs his brow in thought before simply shrugging and looking at the ground.

"He is, Chuck. He is so, so, _so_ wrong about you," Blair assures him adamantly, impulsively wrapping her arms around his waist and hugging him. "I think that you have a perfect plan for you future. And I know that if you want to do it, you can and you will."

Slowly he relaxes into her hold, her words burrowing into his heart and slowly melting away his anger.

"You can do anything you want."

He wraps his arms around her and pulls her tight against him, leaning forward and placing a kiss on top of her head. "Thank you."

Smiling softly, she leans up and kisses the side of his cheek before burrowing her face into his neck.

"Charles?"

The two of them cautiously look up to see Bart standing in the hallway a few feet away with an unreadable look in his eyes.

The elder Bass digs his hands into his pockets as he studies his son. "Can I speak with you for a moment?"

Immediately thinking the Bart wants to apologize, Blair doesn't hesitate to untangle herself from her boyfriend and step back from him. "I actually should go and find the ladies room," she excuses herself, flashing Chuck a supportive look before walking away.

"Fourth door on the right," Bart informs her, his eyes narrowing on her one more time as she walks by. She frowns to herself, the same uneasy feeling overtaking her at the odd look in his eyes.

It takes her a few minutes but she finally finds the restroom and locks herself away inside. The room is huge, about the same size as Dorota's kitchen, and it is decorated with exquisite marble counters, beautiful tiles, and ornate plumbing fixtures. She catches sight of herself in the mirror and her frown deepens into a scowl. The cheap material of her dress and the dull, lack-luster shine of her faux-diamond pendant necklace clash harshly with the expensive surroundings.

Sighing to herself, she flips on the tap to cold and pushes her hair away from her face. Careful not to ruin her eye makeup, she delicately splashes the cool liquid against her skin and tries to will the thoughts swirling in her head to disappear.

It shouldn't matter if she doesn't belong or how uncomfortable she may feel in a place like this now, because maybe she does belong with Chuck. But for that to even have a chance she has to be willing to step into his world at least a little. Plus, he does have a certain way of calming her down.

She meets her gaze in the mirror once again as she grabs a silky terry cloth towel from the brass towel rack and pats her face dry. She can do this, she tells herself silently. And even if she can't, she is Blair Waldorf, and there is no way she is going to let a few scathing looks from some Upper East Side business man or eye rolls from a blonde socialite get her down. She is stronger than that. She's survived Brooklyn for years now, hasn't she?

Smoothing out her hair and checking her makeup over, Blair reluctantly decides to leave the safe confines of the bathroom and go find Chuck. She walks back down the hall where she had left the two Basses alone just five minutes ago and finds the space empty. Furrowing her brow, she peaks curiously into a room with a huge painting of a blonde over the bed and a wire mannequin dressed in a silk vest and boller hat in the corner and knows immediately that it is Chuck's old room, but finds him nowhere in sight. She curiously peaks into another room decorated in bright yellows and golds but sees nothing of her boyfriend and his father.

Sighing to herself, Blair realizes she has no choice but to head back into the dining room without Chuck at her side. She makes her way slowly back down the hall and reluctantly steps into the main area to see Nate, Serena, and Erik all getting up from the table with drinks in hand, but no sign of her boyfriend yet again.

Serena's blue eyes find her's in an instant and Blair freezes, stopped in her tracks by the cold look of her former best friend. "Um, h-have you guys seen Chuck?" she stutters, finding she has no idea how to speak these young Upper East Siders without him at her side.

The blonde rolls her eyes and swirls her wine glass lazily as she walks passed her into the living.

"I think they went upstairs to dad's office," Erik explains politely. "I could go get him if-"

Blair quickly shakes her head at him, cutting him off. "You don't have to do that. I can find him on my own." She doesn't even pause a moment longer, jumping at the chance to get out of this room and the undoubtably awkward situation that is about to unfold if she stays.

She clicks her worn heels quickly against the stone floors and climbs up the modernly designed staircase as elegantly and fast as she possibly can until she reaches the second floor. Stepping out into the hallway she is floored at the amount of doors and rooms she sees stretching in either direction, having forgotten just how much space a penthouse actually contained. She spies light peaking out of an ajar door at the far end of the hall and she begins towards it, her footsteps muffled against the carpeted floors.

Soon she hears voices carrying towards her and the hostility in them catches her off guard. She had been certain that they were going to make up after the little moment at dinner but apparently she was wrong. Biting her lip she stops a few feet from the door and feels a sudden overwhelming curiosity as to what they could be talking about and all she wants to do is listen in, just like she used to listen in on her parents fights when she was little. She wrings her hands anxiously in front of her as she listens to them continue to bicker, their voices just muffled enough that she can't make them out, a silent war raging in her mind before she abruptly caves and darts the last few feet to the door.

A silent rush of excitement fills her at the naughty activity as she leans her back against the wall and angles her ear just enough to hear into the room through the slightly open door.

_"…just looking out for you."_

_"Looking out for me?"_

Blair's eyes narrow in confusion as she hears the anger and disbelief in her boyfriend's voice.

_"I can't believe this…"_

_"You don't know what you are getting yourself into, Charles. That girl is using you to get back into this world again and you are just letting her."_

Her heart speeds up in her chest, her stomach twisting in horror at the accusation.

_"She isn't like that, Father, I promise. I know her. She wouldn't do that to me."_

_"You don't know her as well as you think you do. If you did, you would be able to see that she is lying to you."_

_"She's not lying to me. I trust her."_

__"Well you shouldn't."__

Her whole body tenses, that uneasy feeling she's gotten every time Bart had stared her down all night taking her over once again. A few soft, metallic clicks sound from inside the room and she frowns in confusion.

_"Take a look at this."_

Her pulse intensifies with desperate curiosity as she suddenly feels she has no choice but to risk a peek inside herself, too curious to see what is going on inside to not sneak a peek. Turning her head just the slightest inside the doorframe, she just sees Bart pulling a large manilla envelope from inside a huge safe.

Her eyes instantly widen in horror and she jumps back out of sight.

_"I can't believe you! You looked her up? What the hell is wrong with… Wait."_

She bites her lip as her eyes gloss over with nervous tears. He can't really read that, can he? He'll never understand if he reads in black and white that she has lied to him over the past month. He'll think she's lying about everything then and believe his father when he says she is using him, which could not be farther from the truth.

_"How did you even know she was a part of my life again to have her looked up in the first place?"_

_"Well, Charles, when my accountant informed me that you wrote a check for thousands of dollars from of your trust fund account to pay some hospital bill, I was of course concerned. But then I found out they weren't for you, they were for Blair Waldorf."_

Silent tears slip slowly down her cheeks. How could he do that? How dare he step in and pay for her like she is some kind of charity case!

_"I had no choice but to have my PI look into the situation. For all I knew you could have been paying for the girl's treatment after a botched abortion."_

_"Father…"_

_"But at this point I honestly don't care what was wrong with the girl. She is not right for you and she is not right for this family and she will use you for all that you have. Hopefully you got what you wanted from her and maybe you even did a good deed at the same time, but now it is time to cut ties with her before she can sink her claws into you any deeper."_

Blair's heart breaks as she rubs pathetically at her wet cheeks.

_"Don't talk about her like that! You don't understand. She isn't using me and she isn't lying to me."_

_"I'm sorry, Charles, but she hasn't been honest with you and what she said at dinner proved that to me. Just look at the file and you will understand what I am warning you about."_

She can't stand there a moment longer, not to hear Chuck read about her life and see what she's been hiding nor to hear Bart berate her character all over again. Pushing off the wall she practically runs down the hall and clicks back down the stairway as fast as her feet can carry her, not even sparring a thought as to what the others in the living room must think as she runs by with tears on her cheeks. All she cares about is getting out of there as fast as possible.

"Blair," she hears Nate call after her in concern. "Are you okay? What-"

She doesn't stop nor does she wait for the staff to get her coat for her and instead rips it off the rack without even pausing in her steps. Stalking over to the elevator, she slams the down button repeatedly and jumps inside the second the doors slide open, breaking down as soon as she is locked alone inside of the silver box.

–––

Chuck's mind is running as he reaches the bottom of the staircase. He can't believe how far his father would go to try and control him. It disgusts him to think of some stranger looking into his girlfriend's life like that and at his father's behest no less. He heads directly to the wet bar and pours himself a scotch to calm himself. He takes a long sip from the tumblr and breathes in the heady scent of alcohol before looking around the living room for his girlfriend's familiar face.

His brow furrows as he notices three pairs of eyes looking at him cautiously, but none of them are the big brown eyes he wants to see so badly. "Where's Blair?" he asks the room as he tips back the rest of his drink, immediately concerned that she was still in the rest room because she didn't feel well. After all, she was still recovering from surgery.

Serena shrugs and attempts to appear uninterested but her wide and worried eyes, however, betray her. "She left."

His brow rises in curiosity and concern. "She left?" he repeats dumbly. "What do you mean she left? Why?"

"We thought you would know," Nate explains with a short shrug of his shoulders. "She just came running down the stairs crying and went straight for the elevator. She didn't say a word to us."

"Crying?" he repeats horrified when he suddenly realizes his best friend had also said she had been upstairs. The pieces click together in his mind with a dull sense of horror and he lets his tumbler fall to the bar top with a loud clatter. The ground suddenly feels like it is falling out from under him and he rushes toward the elevator without another thought.

"Where are you going?" Erik calls after him from his spot on the couch.

He doesn't answer as the doors slide open and he jumps inside. Anxiously he taps his foot and fidgets with his hands as the elevator slowly descends the twenty-seven floors to the lobby below. He can't believe how stupid he is. How could he have thought it would be a good idea to bring Blair around his father? The man couldn't care about his own son, how did he ever think that he would actually be glad to meet his son's first girlfriend? And now with his overbearing asinine ways, he might have ruined everything for good.

The elevator doors swing open and he curses when he sees she is nowhere in the lobby. He crosses the space in mere seconds and pushes through the heavy glass doors onto the concrete sidewalk.

A steady stream of snow swirls around him in the dark, freezing night and he realizes with slight annoyance that in his rush he had completely forgotten his coat. Hugging his arms around himself to try and stay warm, he isn't sure where he should look first. She could have walked to the subway, or hopped on a bus, or even hailed a cab, which would make her long, long gone by now. Scowling in thought, he looks down the sidewalk one way and then the other when he suddenly releases a huge breath of relief.

Cautiously he makes his way down the unusually quiet street, sliding silently onto a freezing bench next to the beautiful brunette. "Blair…"

She jumps at the sound of his voice, her wide, teary gaze slamming into his before she quickly looks away, trying desperately to wipe away the wetness on her cheeks.

His heart breaks at the sight of her tears and he reaches out for her, wanting to comfort her, but she quickly shrugs off his hold.

"You know, I can pay you back," she suddenly speaks up, her voice rough with emotion.

He furrows his brow in confusion, completely unsure of what she is referring to.

"It might take me awhile," she continues to explain, refusing to look at him. "But eventually I will pay you back for the bill."

He sighs to himself as he suddenly realizes what she is talking about. He knew she would be stubborn about this which is was why he didn't say anything in the first place. "You don't have to do that, Blair, really. I wanted to pay that for you. I don't care about money between us at all."

"Well maybe I do," she quickly snaps, finally meeting his gaze with a stern look.

He nods softly in reluctant agreement, just wanting to make her happy. "Okay."

Seeming content with his response, she looks away from him once again and begins to spin her ring around her finger in uneasiness.

A heavy silence settles between them and Chuck can't stand it. He hates that his father has upset her so much and he just wishes he could rewind time and never bring her to this stupid dinner tonight.

"Look, Blair. I don't know how much you overheard between me and my father," he begins carefully. "But I want you to know that I didn't read that file. I don't need to. I trust you and I know you would never lie to me. You would never use me. I told my father to have the whole file shredded, I promise."

She bites her lips and her tears start all over again, blurring the vision of her delicate ruby ring in her lap. "He's right."

Chuck blinks dumbly, unsure he heard her correctly. "What did you say?"

Reluctantly, she looks up and meets his questioning gaze through watery eyes. "I said your father was right. There are things I've lied to you about. Things that you don't know about me."

His mouth falls open and his heart pounds hard in his chest. He shakes his head in disbelief. "What are you talking about?"

"I lied to you. I did and I'm so sorry," she admits, crying softly. "I-I told you my father is living in France, but he's not. He's… He's dead."

Chuck doesn't hesitate to reach out and touch her arm in silent support, his uneasiness about her apparent lying immediately morphing into concern.

She sniffles and takes solace in his soft touch. "He died a few years ago," she adds quietly, looking down at her ruby ring once again.

Chuck's jaw tightens, a silent war going on in his mind before his suddenly decides to give her a bit of honesty himself. "My mother is dead," he admits softly. "Nobody knows except Bart and Lily. Not even Nathaniel knows."

Blair looks up at him, suddenly feeling more bonded and close to him than ever. "How did she die?"

"In labor," he explains, his jaw tightening at the thought. "Her heart just…"

She nods softly and slowly takes his hand from atop her arm and grasps it into her own, intertwining their fingers and squeezing it tight. "My father," she starts, tears streaming down her checks, "h-he had a heart attack. I came home from school one day and he…"

He reaches out and tries to wipe the tears from her cheeks, his own eyes glazing over at her obvious heartbreak.

"And I couldn't tell you," she mutters through gentle sobs. "I couldn't say it because I can't… I can't _think_ about it…"

He pulls her into his arms as she trails off into silent sobs that wrack through her small body. He rubs her back, he kisses her hair, he holds her tight, wanting nothing more than to take this pain away from her. "Shh, Waldorf. It's okay," he breathes against her ear. "You don't have to apologize for lying about that. I understand. Believe me, I understand."

Shaking her head harshly, she suddenly pulls back and pushes against his chest to extract herself from his hold. "That's not… That's not everything."

His brow furrows and he finds himself at a loss as what to say, so he just nods that he's prepared to listen no matter what she has to say.

"After he died, I had no one to turn to so I had no choice but to stay with his ex-boyfriend, Roman, who I absolutely hated because of course he left when we ran out of money just like everyone else," she explains with a sneer of her lip. "But I had only just turned seventeen and he didn't want to take care of a teenage girl. One day, I over heard him on the phone saying he was going to call my mother and if she wouldn't take me, he would try and find an orphanage to turn me over to and I just… I couldn't face either of those options. _I couldn't_. So I left."

She bites her lip and nervously plays with his fingers in her hand.

"My father had started to save money for me to use for college so I emptied his accounts and took the cash. Then I used one of his old credit cards to book a flight to New York. I mean, the city was always home and I knew it would be hard for anyone to find me, not that anyone was looking," she explains, rolling her watery eyes. "Once I got here, though, I pretended I was eighteen to be able to get an apartment, but there was no way I could manipulate my way into a school, even a public school, without a parent or guardian so…" she trails off and shakes her head at herself as more tears slip past her lashes. "I was going to get my GED but it didn't take long for the money I had taken to run out and I had to get a job and then… I don't know."

His heart goes out to her as he listens and watches her shoulders slump further and further as her tears continue to fall. "Blair…"

"Your father was right," she mutters tearfully. "I'm not right for you and I never will be. I will always be struggling and I will always be just a waitress. I will never fit into your world again."

He quickly shakes his head. "That's not true."

"It is though," she explains to him with a resolute calm in her voice. "I have no family. I am completely broke. I didn't even finish _high school_. I have _nothing_, Chuck. I am noth-"

"Don't," he quickly interrupts her with a stern edge. "Don't say that. That's not true. And I don't care about those things anyway, Blair, I care about you."

"But that is me, Chuck! Can't you see that?"

He shakes his head. "No, I can't," he assures her softly. Reaching out he tenderly pushes a strand of hair from her face and stares into her eyes. "Because what I see when I look at you is the strength that got you through all of those things. I see the tenacious, spitfire of a woman who doesn't put up with any crap from anyone. The only girl that has ever been able to put me in my place," he tells her with a soft smile. "And I also see the sweet side you keep hidden away. The part that cares more than you want anyone to know."

She sniffles and a melancholy smile curls her lips, his words warming her aching heart.

"That's what I care about. All the rest of it we can figure out as we go," he assures her and leans forward to kiss her forehead. "Okay?"

Nodding softly, she wraps her arms around his neck and snuggles into him. "Okay," she breathes before turning just enough to place a slow, soft kiss against the side of his neck. "You know you have one of those hidden sweet sides too, Bass."

He smiles and doesn't acknowledge the truth of her statement as he pulls back to kiss her firmly on her plump, pink lips before looking her over. Laughing to himself, he brushes his fingers against her hair and pushes a thick layer of snow that's accumulated off of the crown of her head. "I think maybe it's time we get out of the cold."

Her brow furrows until she looks up at his hair and notices for the first time the snowy flakes covering his hair, causing her to laugh out loud. "I think you're right."

Untangling himself from around her, he pushes himself up from the bench and offers her his hand. "Would you care for an escort back to Brooklyn, Miss Waldorf?"

"Why of course, Mister Bass," she smiles softly and takes his hand, still sniffling against the remnants of her tears.

He pulls her tight against his side as they walk away from the bus stop bench. Digging into his pocket he pulls out his cell phone to text his driver.

Blair burrows against his chest so close she can hear his heartbeat against her ear and she sighs in content at the steady rhythm of it. "Thank you, Bass."

"For you?" Chuck breathes and brushes a kiss against her snow soaked hair. "Anytime."

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><p><em>TBC….?<em>

_Feedback would be really really great! I always appreciate the thoughts on what you think of the story. :)_

_Extra special thanks to Maribells, 88Mary88, DrGG, Grace, CB, olimgossip, svenjen, sallysally, Stella296, Curious Blonde, SailorPikaAngel, SaNaa91, Mini, G, pty, Infinitywr, Kathrynm37, Krazy4Spike, Joy and Cascia! Thank you guys!_


	10. Chapter 10

__Summary: __She remembers looking out her window as a little girl, feeling like a royal princess looking down on her subjects as they moved about her kingdom. But it's been a long time since her life felt like a fairytale. These days it's more of a tragedy.__

_AN: Thank you guys tons and tons for the reviews on the last chapter! I was very flattered that you guys took the time to leave me your thoughts and I am glad people enjoyed it! This chapter is not quite as long, but it is still a pretty lengthy one and lots and lots and lots happen in it so I'm a bit nervous and I really, really hope you guys like it. Also, I feel like I should put a warning out that parts of this are kinda inappropriate for younger audiences... Anyway, I hope you like it! Let me know what you think! :)_

* * *

><p>10<p>

"Mmm, Chuck…"

His breath catches at Blair's throaty moan as he trails open mouthed kisses across her delicate neck. Expertly he darts his tongue out to taste her smooth skin and he can feel his pulse quicken as her fingers tighten possessively in the back of his hair.

It's been weeks since their first date when they decided to take things slow, or rather she told him and he agreed not really understanding what all that entailed. Since then he had tried to be a gentlemen and let her set the pace, which pretty much consisted stictly of some very hot and heavy make out sessions and he thoroughly enjoys, of course. But he is still a man. A man who has not gone so long without having sex since the infamous prep school mono outbreak freshman year of high school; a man who has never wanted to be with one girl in particular his entire life as badly as he wants to with the one girl it seems he can't.

So to say Chuck is sexually frustrated would be an unbelievable understatement.

Her sharp nails trail from his hair down the back of his neck before she grabs at the collar of his shirt and pulls him closer to her.

He swallows roughly as her petite body writhes where she sits in his lap. His mouth finds hers again and his heart pounds anxiously making him feel like a horny middle schooler. Slyly he slides his hand from where it is splayed across her back to the front of her shirt where he presses his palm hesitantly against her breast.

Eagerly, Blair responds, kissing him back hard and pushing her tongue against his.

He closes his fingers around the soft flesh and kneads it through the material of her shirt and bra and he can feel stirrings deep within him. He knows he is playing with fire but it's like he can't help it. Plus he can tell she is definitely enjoying it by the subtle, subconscious movement of her hips that are driving him crazy.

Slowly he moves his hand again almost on reflex, sliding it away from her chest and down against her ribs, gliding across her stomach, and slowly lower and lower, his heart pounding harder and harder, until…

Blair pulls away abruptly, breathing heavily and clearing her throat, avoiding his gaze. "I wish I didn't have to leave."

Chuck bites his lip so as not to groan in frustration and lets his wandering hand fall to the side as she tries to get them back to talking like she always does once they reach a certain point. She looks so beautiful, though, with her pink cheeks and her hair a mess from his fingers that he can't help but let it go. He definitely doesn't want to pressure her or make her feel guilty for keeping things so slow, because no matter what, he knows he will wait as long as it takes for her. So he takes a deep breath to try and regain some control and smiles softly at her.

"Then don't," he suggests, looking up at her. "Stay in the city and spend Christmas with me."

A smile curls her lips at the thought but she quickly shakes it away. "I can't," she tells him reluctantly. She climbs out of his lap and sits next to him on the leather couch of his Palace suite, placing a hand against her chest to try and calm her racing heart. "I told Dan I would go to Hudson with him weeks ago. His mother and Jenny are expecting me."

"I thought you said his mother hates you."

"Yes, but that's not the point."

"Well, wouldn't you rather spend Christmas with someone who doesn't hate you?," he asks as he places a kiss against her shoulder. "Because I don't. In fact, I am rather quite fond of you."

She grins at him. "Is that so?"

"Mm-hmm," he answers simply with a soft smile as he takes her hands in his. He watches her as she silently contemplates his offer and he knows the second she bites her lip that he's won. "You won't regret it, Waldorf."

"Hey, I haven't agreed to anything yet," she scoffs jokingly. "You have to convince me first. What all does spending Christmas with Chuck Bass entail?"

"Well, let's see. First there is the Reynolds' annual Christmas Eve party tonight," Chuck explains as she snuggles into him and lays her legs comfortably over his thighs. "Then tomorrow morning there will be a brunch and present opening with The Basses and van der Woodsens."

"Oh that sounds great," she mutters sarcastically, rolling her eyes. "An Upper East Side party where I possibly could be recognized and get bombarded by a bunch of awkward questions that I don't want to answer, and then after that I get to spend a whole morning with your father who hates me a million times more than Dan's mother ever could. Sounds like a _very _merry Christmas to me."

"It wouldn't be that bad. I promise you we won't be with my family that long. Two or three hours at the most," he quickly assures her, trying to win her over. "And I will be by your side the whole time at the party. I mean, if we are really going to date, you're going to have to come with me to one of these things at some point. Why not just get it over with?"

She sighs and her shoulders slump. "I don't know…"

"Plus after we leave my family tomorrow, we can do whatever you want. Ice skating at Rockefeller center, an intimate dinner at Daniel, or we could get hot chocolate and go to the duck pond like you like to do," he offers hopefully. "Anything."

Blair bites her lip and thinks it over. All she really knows is that the last thing she wants to do is leave in three hours to go to Hudson and spend the next two days away from Chuck, so it really only leaves her with one option. "I don't have anything suitable to wear to an Upper East Side Christmas party, though."

A grin breaks out on his face. "That is easily fixable. I wouldn't mind spending the afternoon shopping as long as I get dressing room access."

She quickly shoots him a look that tells him that is definitely not an option, not wanting him to spend any ridiculous amounts of money on her for just dress.

"Or you could borrow something from Serena's closet."

Blair shrugs and fidgets with her ruby ring at the mention of her former friend. "I don't really think Serena would appreciate that."

"Who cares," he immediately retorts. Things had been icy between him and his step sister the past few days since she blew off his girlfriend after practically begging to see her in the first place. He'd been ignoring texts and calls from her ever since. "You could pick something out of her closet at Lily and Bart's. Honestly, she has so much stuff she won't even notice."

"You're sure she won't mind?" she asks apprehensively as she looks up at him.

"It will be fine," he assures her, quickly leaning up and kisses her on the lips. He pulls back and moves her legs off of him before helping her to her feet. "Come on. I'll take you to lunch and then we can go pick you something out."

She follows him away from the couch to the door and watches as he pulls down her coat for her from the gold leaf rack, a bright smile on her face. "Thanks," she breathes as he helps her slip it on. "I hope Dan isn't mad when I call and cancel on him," she admits aloud, a small frown on her pink lips. "But I have to say, I really wasn't looking forward to spending the next couple days missing you."

A boyish smile curls his lips at her words. "He'll get over it and have fun with his family, where as I would have had a miserable Christmas without you," he admits as he pulls on his own coat.

Blair raises a brow at him as they walk out of his suite. "Then why didn't you say something sooner? You've known I was going to Hudson for days."

"I didn't want to be the clingy one in this relationship," he shrugs and gives her a teasing smirk, "but obviously you have got that title taken care of since you admitted first that you didn't want to leave me. And you were willing to change your plans so quickly..."

She scoffs and can't help but laugh as she playfully hits his arm. "I am not clingy!"

He taps the button for the elevator and it opens immediately. "You're right. It's only considered clingy if it bothers me, and I have to say I definitely don't mind you wanting to be with me all the time."

"I don't know about all the time," she quips as she steps into the lift.

"You sure about that?" he challenges as he follows her in and pushes her up against the wall of the small space.

She smirks up at him, looking at his full lips as he approaches her. "Maybe."

He laughs as his lips find hers and the elevator doors close behind them.

–––

Blair takes Chuck's hand and lets him help her out of the limo and into the frigid night air. She surveys the towering Park Avenue building before her and feels the nerves settling in her bones as she prepares herself for what she is about to do.

He leads her across the concrete and holds open the glass door for her to the vast lobby of the lavish building.

"Mr. Bass," a suit-clad security guard greets them with a nod as he checks him off of a list before motioning them further into the building.

There are staff members sitting behind tables near the elevator across the lobby, dressed in matching outfits to the security guard, who politely take their coats and file them away with numerous others without even having to ask Chuck his name before writing Bass on the tags, letting her know just how well known her boyfriend is in on the Upper East Side.

Someone from the staff holds open the elevator for them and Blair takes a deep breath as Chuck ushers for her to go first.

"You okay?" he asks once the doors close them inside alone.

She nods, giving him a half smile. "Just a little nervous."

He frowns at that, and looks at the dial above the door to see that they have over twenty more floors to go, so he decides to try and ease her nerves a bit. Spontaneously he presses forward against her and kisses her; a kiss that starts soft, but soon turns rough, distracting Blair as she melts against him, biting his bottom lip and pressing her hands under his suit jacket.

Before they realize it the elevator is sliding open, forcing them to they break apart instantly. Blair looks wide eyed out into the penthouse apartment.

He reaches out and brushes away a dab of smeared lipstick at the corner of her mouth. "If you want to leave just say the word and we'll go, okay?"

Taking a deep breath, she nods stiffly in thanks for his support before they step out into immense foyer and living room.

The party is in full swing when they walk in. People in sumptuous dresses and expensive suits stand around, no doubt gushing about their lavish lives to one another, while the catering staff weaves in between them with trays of champagne and hors d'oeuvres, a gigantic tree that rivals the one a Rockefeller Center standing in the corner as a pianist by the grand staircase taps out Christmas tunes.

It is a strange feeling to be there, and even though she is still a little uneasy about it all, she also can't help feel like it is all so familiar. It instantly reminds her of the parties her mother used to throw when she was a child and, oddly enough, the feeling of rigid elegance and forced politeness is actually a little bit comforting.

A server walks by them with a tray of champagne and Chuck snatches up two glasses, handing her the long-stemmed glassware which she takes with perfect elegance between her dainty fingers.

"There's Nathaniel," Chuck points out as he motions across the room. "Come on."

Blair follows and notices the moment the Nate along with his girlfriend at his side spot them. Expecting the harsh look Serena had given her the other night to reappear again, she is surprised to see the blonde looking as if she couldn't less about her attendance at the party and wonders if she should consider it progress or not.

That all changes, however, when they get close enough for Serena to get a better look at her, her eyes narrowing at the gold dress on Blair's petite frame.

"Hey, you guys," Nate greets first with a friendly grin. "Some party, huh?"

Chuck lets out a short laugh and rolls his eyes as takes a sip of his drink. Honestly if it hadn't been for his father's insistence that he attend, he would have gladly celebrated Christmas Eve with his girlfriend alone. "I guess," he mutters looking disinterested around the room before nodding toward his step sister. "Serena."

"Chuck," she states shortly, becoming huffy as she stands straighter and crosses her arms. "I text you a few times. I even called you too."

He gives her a pointed look, letting her know all is not okay between them. "I must have I missed them. I've been busy."

"Oh, I'm sure you have been," Serena mutters before rolling her eyes and turning her gaze on the girl at his side. "Nice dress," she snaps with a glare.

Blair bites her lip and looks down at the opulent gold, sleeveless gown she had borrowed from Serena's closet, subconsciously smoothing invisible wrinkles from the front of it. She knew she shouldn't have worn her former friend's clothes but Chuck had convinced her it would go unnoticed. "I'm sorry, I didn't mean to-"

"Don't apologize to her," Chuck quickly interrupts before turning on his sister. "Back off, S. I can't even remember you wearing this dress and Blair needed something for tonight, so who cares?"

"I care! That is my-" Serena starts to argue before realizing herself and stopping before she loses it in the middle of the high society crowd. Turning to her boyfriend, she plasters a fake, sweet smile on her lips. "Nate, I'm hungry. Let's go find something to eat."

The blonde young man opens his mouth to protest before she starts to drag him away by the arm, leaving him with no choice but to follow. He gives the two brunettes a confused and apologetic shrug before disappearing with his girlfriend off into the crowd.

Blair lets out a breath as she watches them walk away before rolling her eyes to herself at Serena's attitude and tipping back the rest of her champagne.

"Need another?" Chuck asks with an amused smirk.

She quickly nods, giggling slightly at him as the bubbly liquid fills her stomach. "Please."

He starts in the opposite direction of the blondes to try to find the bar while Blair follows right behind him, too afraid of being left alone in this crowded environment. She can feel eyes on her as they walk through the groups of people and it takes everything in her to ignore them all and keep her gaze forward.

They stop in front of the large oak bar and Chuck quickly orders himself a scotch on the rocks and a glass of Dom for her.

Hesitantly, Blair let's her eyes wander as they wait for their drinks and finds a few women looking away quickly the moment she looks in their direction and she knows they must be talking about her, judging her. She wonders if any of them recognize her or if they are just curious about who Chuck Bass's date is, but she supposes it doesn't really matter as long as none of them come up and bothers her.

The soft tone of Chuck's cell phone sounds from his pocket and Blair swears she hears a barrage of other phones going off at the same time, causing her to furrow her brow in confusion. "What is going on?"

He shrugs and pulls out his cell phone, scowling the second he sees the text message on his phone. "That was fast," he groans in frustration, shaking his head to himself before looking up at her. "Remember when I told you about Gossip Girl?"

Dumbly she shakes her head, vaguely recalling the name but not really remembering the details. He hands her his phone and she takes it in confusion, her jaw dropping as she feels oddly violated when she sees a picture of Chuck and herself, taken at this very party where they have barely been for five minutes yet, on the screen. "What the hell?" she mutters as her eyes trail down to the paragraph below.

_Spotted: Chuck Bass in a relationship? Apparently hell has frozen over because it looks like the infamous womanizer might have become a one woman man. But certainly he could do a little bit better than a girl who would show up to such an exclusive event in one of his step-sister's hand-me-downs from cotillion three years ago. I guess we shouldn't be too hard on the girl, though. My sources tell me she's poor (ew) and from Brooklyn (double ew) so how could she be expected to know any better. Maybe C is just feeling a little charitable during the holiday season? Who knows. All I know for sure is there is no way this relationship will last into the New Year. A Bass can't just change his scales like that overnight._

Chuck reads the text over his girlfriend's shoulder and is absolutely fuming by the time he finishes. Looking around the room, his eyes narrow when he spots Serena smiling mischievously at him before she innocently shrugs her shoulders and turns away.

Cautiously Blair lifts her head and looks out at the crowd, her breath shallow as the utter humiliation settles on her when she sees numerous people eying her in judgement and pity over their cell phones.

He clenches his jaw and makes a mental note to kill his sister the next chance he gets before turning his attention on his silent and shocked girlfriend. "Do you want to go?" he offers quietly, taking his cell phone from her and deleting the offending message immediately.

Her immediate reaction is to nod because of course she wants to leave after that, but she quickly back tracks. "Wait, no. We can't just leave. Everyone will know why. They'll think I'm running away."

"So we stay?"

She straightens her back and nods resolutely at him, taking a deep breath to try and bury her mortification under a mask of calm. "We stay."

A smile curls his lips at her unwillingness to back down, feeling instantly proud of the determined girl before him. He relaxes as he watches the way she handles herself and hands her the glass of champagne he ordered her. He picks up his scotch and takes a long gulp, opening his mouth to say something to her when one of his father's business partners and his wife walk up to greet him.

Blair sips at her champagne, smiling kindly at the older couple that fondly greet Chuck. He introduces the man as a member of the board at Bass Industries and she is taken aback by the business-like politeness that over takes him as he talks about mergers and deals as if he actually were on the board himself, but not before proudly introducing her to the couple as his girlfriend. She blushes at the way he smiles while he says her name and she does her best to make a good impression, shaking both of their hands and smiling in that way she was always taught to as a girl.

As a courtesy she attempts to make small talk with the man's wife, as she'd always noticed it was customary for the women to gossip while the men talk business, but as she has no idea what is going on in the UES these days the conversation falls flat quickly. The lady excuses herself, leaving Blair to stand there bored as Chuck and the man continue to have a dragging conversation she doesn't have much interest in.

Her eyes wander the crowd again and she can't help the uneasiness in her stomach as she notices a few people still glancing in her direction. Taking a deep breath, she tries to keep herself calm and distract herself. She begins to mentally pick apart the other women at the party in her head, an activity she used to do all the time at parties when she got too bored.

In the corner she spots one woman who is wearing so much blush she looks like a wrinkly clown, another one by the tree has a dress on that is so short that if she bends over just the slightest she will definitely give the whole party quite the show, and another isn't fooling anyone with the way her sagging breasts are pushed up almost to her chin with a too tight bra.

She smiles to herself and has to stifle a laugh as she takes another sip of champagne.

That woman scarfing down shrimp hors d'oeuvres seriously needs to touch up her roots and another woman talking to a caterer in the foyer has…

Blair blinks.

All she can see is the back of the woman's head but there's something about the way that she stands, the haughtiness of her shoulders…

Vaguely she supposes there is probably some kind of natural phenomenon where a child is always able recognize their mother no matter how long it has been since they have seen them, because in that moment, Blair knows in the very depths of her heart that the woman standing not twenty feet away is without a doubt her very own mother.

Chuck says a polite goodbye to his father's business partner before turning to Blair with a smile that quickly fades at the look on her face. "Blair?"

The woman turns around and suddenly it's like she can't breathe. She shouldn't have agreed to come here. She should have known it was way too risky but she had naively thought her mother was still living in France. She thought this would never be an issue.

Apparently she was wrong.

"Blair?" Chuck repeats again, closing his hand around her forearm to get her attention. "Waldorf, if the gossip is making you uncomfortable, we can go, but you should really just ignore-"

"My mother," she breathes, her heart pounding in her chest. "My- my mother is here."

Immediately his eyes widen and he follows her line of vision curiously. He doesn't know anything of Blair's mother, nor has she spoken a word about the woman to him, but he can gather simply from the panicked look on her face that suddenly seeing the woman is not a welcome surprise to say the least. "Where?"

"Pale green dress," she explains, her eyes still fixated across the room. "Light brown hair."

Chuck spots the woman quickly and his brow furrows in confusion.

Off his silence, Blair reaches out and blindly tugs on the side of his suit jacket. "Don't you see her?" she asks desperately under her breath.

"I do," he admits hesitantly, "but, Waldorf… You must be mistaken."

She tears her eyes away to briefly gape at him in incredulity. "I think I would know my own mother, Chuck."

"I know, but…"

Blair can't help but be drawn back towards the older woman she hasn't seen in years but her breath catches in her throat when she finds her mother staring right back at her, their eyes locking instantly. Eleanor's gaze widens with instant recognition at her daughter, her mouth falling open momentarily before she is able to collect herself, her jaw tightening as she scowls back at her with a cool, challenging look in her eyes.

Chuck sees the look that passes between them and he knows it must be the truth, that this high society woman he's known of for years now as Eleanor Reynolds is also Blair's mother. "Blair, that woman," he begins softly, unsure of how to tell her. "This is her penthouse. This is her party."

Her mother abruptly turns away and Blair's heart breaks as she watches her mother storm off in a huff at the mere sight of her.

"But you said this party was hosted by the Reynolds-" she beings to wonder aloud before she suddenly realizes what he is saying, what is really going on. Her mother must have remarried at some point and is obviously no longer a Waldorf. When that would have happened, she has no idea. "Oh."

Blair stares wide eyed as the woman stomps through the crowd toward the grand staircase when someone else curious and just as disconcerting catches her eye. There, walking down the stairs in a black and white uniform complete with a frilly, outdated head piece, with a perfectly dressed, brunette little girl at her side…

"Isn't that Dorota?" Chuck wonders aloud, his brow furrowing as he watches the maid descending the stairs and meeting Eleanor halfway down.

Blair can't breathe. She can't think. She can't move.

Her heart aches; her whole body aches with the weight of what is unfolding before her eyes.

Instantly her mind begins replaying all the stories Dorota had told her about how wonderful the parents she worked for are; how they are so sweet and loving and how the mother can't bear to spend more than a night away from her children, sending Dorota home almost every night so the family can bondy.

That same mother who _abandoned_ her and cut her out of her life when she was only eight years old. The same mother that apparently replaced her and her father like they were nothing with a whole new life, complete with a new penthouse and a new husband and new _children_…

"Get me out of here," she hisses to her boyfriend, her earlier strength completely forgotten as she stands shaking, barely holding herself together in the middle of the crowded room.

Chuck does not hesitate, quickly taking her glass from her and setting it aside before wrapping his arm around her shoulders and leading her straight to the elevator, rudely bumping their way through the crowd as they go.

He hugs her tight to him once they are alone in the small elevator but she pushes away from him, feeling completely overwhelmed.

"Waldorf," he calls to her, shocked himself as his heart goes out to her. "Talk to me."

She shakes her head dumbly and leans back against the wall to keep herself up as it all sinks in.

He stands in front of her in the small space, placing a hand on the side of her face. "Waldorf."

Blair takes a quivering breath and desperately shakes her head again. "H-How…" she starts to stutter. "How could…"

"I don't know," he answers helplessly at the utter heartbreak on her face.

"You- You _know_ her?" she questions, dumbstruck, as she tries to make sense of it all. "You know her _family_?"

Chuck shakes his head. "No, not really," he explains softly. "Bart and Lily have made me go to their Christmas party for the last five or six years. Everyone goes to it. That's it, I swear."

She swallows her emotions can only nod stilly, staring thoughtfully off into space until the elevator dings it's arrival to the ground floor of the building. She rushes off of as fast as she possibly can, not stopping until she is able to escape the building and finds herself standing outside in the freezing cold in nothing but her strapless dress.

Moments later Chuck steps out after with her coat in his hands which he silently slips on her small shoulders.

"I have to get out of here," Blair mutters, mostly to herself, as he pulls her coat tight around her.

"I could take you back to Brooklyn?" he offers in uncertainty, studying her in concern.

Vehemently she shakes her head at him, her eyes glazing over as she thinks of Dorota working for her estranged mother all this time. "I can't go there."

"Okay, okay," he quickly assures her, not even pausing to think before continuing, "you'll stay with me."

She looks up at him and their eyes meet, a silent understanding passing between them, before she slowly nods and steps forward into his grasp, burying her face against his neck.

He rubs her back and simply holds her close, unsure of what the hell he is supposed to do or say. Arthur pulls up with the limo after a few minutes and he reluctantly pulls away. "Come on," he commands her softly, "let's get out of here."

Allowing him to guide her across the sidewalk and deposit her into the limo, Blair feels totally numb, too distraught to even begin to process everything.

Staring out the window, she blankly watches the city lights pass by the window.

How could her mother, her _very own mother_, simply replace her like that?

As if she never even existed?

The more Blair thinks about it, the more distraught she gets, her blood boiling with barely restrained rage and her heart aching with an incomprehensible amount of turmoil.

But she doesn't want to have to think about it anymore. She doesn't want any of it to be true. All she wants to do is forget it ever happened. Pretend like she never even went to that party in the first place and go back to the blissful ignorance of just a few hours ago, because the truth she knows now is much too distressing to be real.

It just _can't_ be real.

She startles when Chuck reaches out and take her hand into his, whipping around to see him smiling sadly at her in empathy. He intertwines their fingers together and with that simple gesture, it feels as if he's throwing her a life jacket as the world around her tries to drown her and she decides to cling on to that feeling as hard as she possibly can.

Without another thought Blair moves towards him, impulsively capturing his lips in a kiss.

It takes a moment for the shock of her sudden affection to wear off and for him to respond, but before he even really gets a chance she is pushing and pulling to get closer to him with a force that she has never had with him before. He can't help but get the feeling that this seems uncomfortable and wrong and he moves to pull away, when she unexpectedly shoves him back until he is laying flat on his back on the leather seats. He finds himself only able to stare wide eyes as his usually innocent girlfriend crawls on top of him with an odd look on her face before she kissing him once again.

She tries as hard as she can to lose herself in Chuck, kissing his lips, across his jaw, and down his throat to his adam's apple. Pulling one of her hands from his side as she hovers above him, she suddenly gets a nervous thrill that takes over her troubled mind as she impulsively reaches toward his belt.

"Wait," he suddenly gasps, regaining his bearings and quickly reaching out to grab her hand.

Blair's brow furrows and her eyes cloud over with hurt when he stops her. "What?"

He takes a deep breath and tries to think of some kind of a response that won't make everything worse, when thankfully he feels the limo roll to a stop beneath them. "We're here," he explains, hoping that will be enough for her as he tries to figure out how to handle the situation.

"Oh," she breathes simply, looking up just in time to see Arthur open the door for them. Reluctantly she pulls back and gets off of him, adjusting her dress before stepping out of the vehicle. She stands on the curb impatiently waiting for Chuck and the moment he steps out next to her, she grabs his hand and practically drags him into the hotel.

The air rushes out of his lungs when Blair pushes him against the wall the second they step into the elevator, slamming her lips against his.

"Mmm, Waldorf, hold on," he murmurs as he tips his head away and tries to slow things down. "What is going on?"

She shrugs simply before leaning in to kiss him again. He turns away and Blair sighs as she pulls back to look at him. "What?"

"I don't know," he mutters at a loss as he tries to do the chivalrous thing for the first time in his life. "I just… I mean, I thought you would be crying and distraught right now. Not…"

"Well maybe I don't want to be _crying_ and _distraught_," she tells him firmly, an edge to her voice. Blair looks up at him, huffing in annoyance and anger, before that caring look of his finally gets to her and her eyes soften at him, a crestfallen smile curling her lips. "Maybe… maybe I just need you."

He swallows back his emotions roughly and he knows in that moment he can't say no to her, nor does he want to. She leans up to kiss him, this time much slower and sweeter, and he sinks into it, kissing her back and tangling his fingers in her hair, giving in to her. It's too hard to try and stop everything now. He's been waiting for what feels like forever and she's so eager and so willing, even if his better judgement can tell that something is amiss.

The elevator opens on his floor and they stumble out into the empty hall, only breaking apart when they need air as the intensity builds between them and they somehow find their way to his suite.

They practically fall inside after making out against the door for a few minutes while he blindly dug in his wallet for his keys. They stop just inside the suite, pausing to study each other as they pant in the heavy silence before Blair boldly takes his hand and leads him across the suite.

Her heart is pounding out of control with nerves as she stops them in front of the lavish king size bed. Slowly and purposefully she pushes his coat off his shoulders, followed by his suit jacket and then his tie, never breaking eye contact with him as she begins to undress him. She reaches out a shaky hand and hooks her fingers on his belt buckle but he covers her hand with his before it goes any further.

"You sure?" he asks with a throaty whisper, staring into her wide brown eyes.

She doesn't answer him verbally, instead she pulls her hand away from him and reaches to push her own coat off her shoulders to the floor. Turning around, she silently presents him the zipper on the back of her dress and looks over her shoulder at him with her big, doe eyes.

It's all the answer he needs.

Taking a deep, ragged breath, Chuck steps closer, pressing a kiss against the silky skin of her back before slowly tugging on the long zipper. His breath catches in his throat as the expanse of her back is exposed to him bit by bit, revealing her to be braless with only a pair of skimpy black lace panties underneath.

The gold material pools around her heels and she gradually turns back to face him, her cheeks flushing pink as she exposes herself to him for the first time.

Reverently he takes her in, admiring her beauty as the butterflies in his stomach flutter out of control and he can feel the familiar stirrings in his groin. She reaches out for him again and attempts to undo the buttons on his shirt but he can see her fingers are unsteady so he quickly steps in and does the task for her while she sets to work on his belt.

Soon the two of them are standing before each other, bare and exposed, in nothing but their underwear.

Chuck moves first, brushing his fingers against her cheek and leaning in to kiss her.

She wraps her arms around him, hugging him and pressing herself against him as she responds slowly, feeling a bit shy all of the sudden.

Gently he backs her up against the bed and lays her down, keeping his arms wrapped around her as he comes down to rest on top of her.

He slowly kisses her neck in that way that drives her crazy but she can suddenly feel him pressing solidly against her and she swallows timidly at the exquisite pressure.

Chuck continues to kiss down her neck before moving his lips to her chest, then to her stomach, worshiping her body as he works his way gradually down to the thin material of her panties. Delicately, he places a kiss on the outside of the black lace and she instantly writhes at the contact making him smirk. Hooking his thumbs in the sides of her panties he slowly peels them away and slides them down her legs, his blood pumping faster as he gazes down at her.

Blair bites her lip and can feel the heat rising in her cheeks, wondering why it seems so bright in the suite all of the sudden. She notices his tongue dart out of his mouth and wet his lips and she knows what is coming next, well she doesn't know for sure but she has a pretty good idea, and that's not what she wants. She just wants him; all of him.

"Chuck," she breathes, breaking the thick air of silence in the room and reaching out for him. "I need you."

He turns his tender, hazel eyes on her and can't help but nod at her whispered plea that he is more than willing to fulfill. Backing up off the bed, he sheds his boxer briefs with a jittery eagerness and reaches into the bedside drawer for a condom, protecting them, before he carefully climbs back on top of her.

Peeking down, she catches only a brief glance of him but is nearly panicked at the size of him as he pushes her legs apart and hovers above her. A small part of her wants to back out in that moment but she stays silent because the rest of her is anxiously desperate for him. She wasn't lying when she said she needed him. Right now she _needs_ to know there is someone there for her completely and always and she wants nothing more than for Chuck to be that person for her. She truly needs him tonight and she wants to be with him more than words can even express.

Chuck, too, feels a bit nervous as he gazes down at her. He can't even remember the last time he was this lucid during sex and he definitely has never been with a girl that he even remotely cared about, let alone felt so, so strongly about. This is a whole new territory for him.

He leans down and kisses her softly, reverently, before slipping his hand between them and languidly stroking against her sex, pleased and emboldened to find her responding so much to him.

Blair can't help the soft groan in the back of the throat and the subtle jolt she gives when he touches her. He pulls back and her heart swells when he rests his forehead against hers, his soft brown eyes staring directly into hers.

"You're so beautiful," he breathes as he moves his hand up from her sex to her breast. "So beautiful…"

"Chuck," she quietly begs, not wanting to wait a second longer.

He smirks down at her and kisses her once more before pulling away just enough to look between them and position himself, before beginning to ever so slowly push forward.

Their eyes meet and impulsively Blair reaches out and takes one of his hands in hers, intertwining their fingers and squeezing tight as she prepares herself for what she knows is coming.

Chuck squeezes her hand back as begins to sink into her exquisite, taut heat, his whole body responding to the overwhelming pleasure when abruptly he is stopped. His eyes immediately widen, his jaw going slack as he hits a barrier he never expected would be there. "Blair…" her name rips breathlessly from back of his throat as he realizes in utter disbelief what is going on.

Her cheeks flush pink with embarrassment but she continues to look up at him with pure and pleading eyes. "Don't stop. _Please._"

"But- But," he mutters in shock. "You're…" he swallows hard, unable to say it but the words hang in the air between them like a fog.

_A virgin._

She bites her lip and nods almost imperceptibly, continuing to grip his hand as she lifts her other hand touch the short, soft hairs on the back of his neck that she loves so much.

Suddenly all of her hesitation and jumpiness when things got too heated these last few weeks makes so much sense to him, he wonders how he didn't realize it before. But after what happened that first night at the Palace, he just never thought...

"It's going to hurt," he warns her in concern, not wanting to put her through that. If he had known, if he had any idea at all, they could have worked up to this, done something less painful first or better yet, he would have suggested they waited completely until a time when she was less upset.

But it's too late for all of that now.

"I know," she assures him, her voice barely above a whisper. "I want this. I want this with you, Chuck. I need you."

His pulse quickens at the truth in her eyes and the power of her words and he softly nods down at her. "Okay," he mutters suddenly unbelievably nervous as he kisses the corner of her lips and sweetly tastes her mouth. He pulls back and meets the gaze of her bright eyes. "Okay, okay. I'll be as gentle as I can, I promise."

Blair takes a deep breath and smiles faintly up at him as she anxiously grips his hand. She can feel his hips begin move again and she braces herself, her back instinctively arching as he pushes forward and a burning starts to build between her legs. The feeling becomes so intense it is almost unbearable until it suddenly breaks, punctuated by a sharp jolt of pain as he swiftly fills her.

She cries out, letting go of his hand and reaching up to wrap her arms around his neck and holding him tight against her as she gasps and throbs in pain.

"I'm so, so sorry," murmurs against her skin and he buries his face into her shoulder, hugging her back just as tight as he lets her get adjusted to him. "Are you okay?"

She nods against him, taking shallow breaths as a stray tear slips down her cheek even as the harsh pain starts to dull just a bit already. "Keep going."

Chuck pulls back to look at her and frowns at the tear on her cheek. Tenderly he brushes it away before kissing her once again as he begins to move against her as carefully and slowly as he can.

Instantly her fingers curl, forcing her nails into his back as she whimpers against his lips.

It doesn't take long for the pain to flow seamlessly into pleasure. A deep-seated, intense need over takes her as Chuck cherishes and touches her in all the right places and in all the right ways, expertly bringing her to levels of satisfaction and passion that she has never felt before. Everything becomes fast and hard, humid and sweaty, and Blair can barely think as the all consuming pressure builds within her until she finds her release with a sharp tug on his hair and a strangled cry as she arches back into the pillows.

"You're trembling," Chuck whispers in concern when they lay entangled in the after glow.

Blair looks over at him through hazy eyes and smiles at him, but it doesn't quite reach her eyes. "I'll be fine."

He scrunches his eyes closed as a yawn escapes him, nodding as he hears her words. Slowly he blinks, his lids feeling heavy with exhaustion after his physical exertion. Tiredly he wonders if maybe they should talk about what just happened, or even what happened at the party, but decides it can wait until the morning. He can't bear to ruin this moment as they lay in peaceful, comfortable silence together, gazing at each other and trying to catch their breath.

He yawns once again and knows he is about to fall asleep even when he is trying so hard to stay awake. So with the last of his energy, he leans forward, placing a wet, tender kiss against her forehead before reaching for the blankets at the foot of the bed and pulling them up around them.

"You know... I kinda like you a lot, Waldorf," he admits, sleepy and satiated, as his eyes fall closed. He pulls her into his side and smiles to himself as he starts to drift off. "so... so perfect…"

–––

Stretching his arms lazily over his head, Chuck can feel the warmth of the early morning sun against his eyelids and he clenches his eyes tight in annoyance. Still half asleep, he wants nothing more than to curl back up with his girlfriend and sleep away the rest of the morning until they have to go to his parent's place.

Reaching out to the other side of the bed, he expects to feel Blair's warm, naked skin but instead his palm lands flat on the cool bed sheets.

His eyes flutter open and he squints into the bright room in confusion. "Blair?"

Looking around, he lets out a breath he didn't realize he was holding when he see the door to the bathroom is closed.

He rolls over to the side of the bed and swings his legs over the edge as he tiredly rubs his eyes and begins to wake up. Pushing off the bed, he comes to a stand and picks up his discarded boxers off the floor and slips them on before padding over to the bathroom.

"Blair," he calls as he softly knocks against the door.

No response.

He knocks again. "Blair?" he questions before reaching out and turning the knob. He pushes open the door and frowns, swallowing uneasily when he sees the room is dark and empty.

Suddenly he feels completely awake as he spins on his heel to look out at the rest of the suite. His pulse quickens as he notices the floor by his side of the bed devoid of her panties he had cast aside the night before and when he steps around the bed he sees, to his horror, that her coat, dress, and shoes are missing as well.

Immediately he rushes across the room and grabs his phone from off the coffee table, dialing her number from memory. It rings and rings and he runs his fingers through his hair in frustration, not sure if he should be worried or hurt or _what_ over her absence the morning after all that happened the night before.

Her voicemail clicks on and he scoffs in frustration, tapping his foot as he waits for the beep.

"Waldorf, it's me," he starts, his eyes darting anxiously around the room in distress when he spots something on top of the wet bar that catches his attention. "Call me back," he mutters and hangs up, tossing his phone aside on the couch.

Quickly he steps forward, worry over taking him as he sees a bottle of vodka left open and much emptier than it had been the last time he saw it.

He stops in front of the bar and spots her scrawling, girly handwriting on a piece of his monogramed stationary and he scoops it up, clenching his jaw as his eyes glaze over when he reads the short, staccato note.

_I'm so sorry._

_I can't do this anymore._

_Don't come looking for me._

_-Blair_

* * *

><p><em>TBC….?<em>

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